SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)

OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

Cox Communications, Inc.

(Name of Subject Company (Issuer))

Cox Communications, Inc.

Cox Enterprises, Inc.

Cox Holdings, Inc.

(Names of Filing Persons (Offerors))

Class A Common Stock, Par Value $1.00 Per Share

(Title of Class of Securities)

224044 10 7

(CUSIP Number of Class of Securities)

Andrew A. Merdek, Esq.

Cox Enterprises, Inc.

6205 Peachtree Dunwoody Road

Atlanta, Georgia 30328

Telephone: (678) 645-0000

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of filing persons)

Copy to:

Stuart A. Sheldon, Esq.
Thomas D. Twedt, Esq.
Dow, Lohnes & Albertson, PLLC
1200 New Hampshire Avenue, N.W.
Washington, D.C. 20036
Telephone: (202) 776-2000 Peter S. Golden, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004-1980
Telephone: (212) 859-8000

CALCULATION OF FILING FEE

Transaction Valuation*: $8,531,932,451.00 Amount of Filing Fee: $1,080,995.84

*  Estimated for purposes of calculating the amount of the filing fee only. This calculation assumes the purchase of 245,523,236 shares of Class A common stock, par value $1.00 per share, of Cox Communications, Inc. (the “Shares”), including Shares issuable upon exercise of vested stock options, at a price per Share of $34.75 in cash. Such number of Shares represents the 611,211,412 Shares and vested stock options exercisable as of October 18, 2004, less the 365,691,176 Shares already beneficially owned by Cox Enterprises, Inc. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 3 for fiscal year 2005 equals $126.70 per million of the value of the transaction.

o  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid:	Not applicable
Filing Party:	Not applicable
Form or registration No.:	Not applicable
Date Filed:	Not applicable

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

        x  third-party tender offer subject to Rule 14d-1.

        x  issuer tender offer subject to Rule 13e-4.

        x  going-private transaction subject to Rule 13e-3.

        o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

     This Tender Offer Statement on Schedule TO (“Schedule TO”) relates to the joint tender offer by Cox Holdings, Inc., a Delaware corporation (“Holdings”) and a wholly owned subsidiary of Cox Enterprises, Inc., a Delaware corporation (“Enterprises”), and Cox Communications, Inc., a Delaware corporation (“Cox”), to purchase all of the issued and outstanding shares of Class A common stock, par value $1.00 per share, of Cox (the “Shares”) not owned by Cox DNS, Inc., a Delaware corporation and another wholly owned subsidiary of Enterprises, or Holdings, at a purchase price of $34.75 per Share, net to the holder in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 3, 2004 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B) (which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the “Offer”).

      This Schedule TO, as amended (see Explanatory Note below), is intended to satisfy the requirements of Schedule 13E-3. The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Schedule TO, and is supplemented by the information specifically provided therein.

EXPLANATORY NOTE: This Schedule TO filing will be followed immediately by two amendments. The sole purpose of these amendments is to file certain exhibits to this Schedule TO that could not be filed with this original submission due to technical EDGAR constraints. Exhibits being filed by amendments are identified with an asterisk under Item 12 in this Schedule TO.

Item 1. Summary Term Sheet.

      The information set forth in the SUMMARY TERM SHEET in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

      (a) The name of the subject company is Cox Communications, Inc., a Delaware corporation. Cox’s executive offices are located at 1400 Lake Hearn Drive, Atlanta, Georgia 30319-1464, telephone, (404) 843-5000.

      (b) The class of securities to which this Schedule TO relates is the Class A common stock, par value $1.00 per Share, of which 606,319,354 Shares were issued and outstanding as of October 31, 2004. The information set forth on the cover page and in the INTRODUCTION of the Offer to Purchase is incorporated herein by reference.

      (c) The information set forth in THE TENDER OFFER Section 6 (“Price Range of Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

      (a) This Tender Offer Statement is filed by:

•  Cox Communications, Inc. Cox’s principal executive offices are located at 1400 Lake Hearn Drive, Atlanta, Georgia 30319-1464, telephone, (404) 843-5000;

•  Cox Enterprises, Inc. Enterprises’ principal executive offices are located at 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328, telephone, (678) 645-0000; and

•  Cox Holdings, Inc. Holdings’ principal executive offices are located at 3993 Howard Hughes Parkway, Las Vegas, NV 89109, telephone, (702) 732-2094.

The information set forth in THE TENDER OFFER Section 8 (“Certain Information Concerning Cox, Enterprises and Holdings”) of the Offer to Purchase and on Schedule A thereto is incorporated herein by reference.

      (b) The information set forth in THE TENDER OFFER Section 8 (“Certain Information Concerning Cox, Enterprises and Holdings”) of the Offer to Purchase and on Schedule A thereto is incorporated herein by reference.

      (c) The information set forth in THE TENDER OFFER Section 8 (“Certain Information Concerning Cox, Enterprises and Holdings”) of the Offer to Purchase and on Schedule A thereto is incorporated herein by reference.

Item 4. Terms of the Transaction.

      (a) The information set forth in the Offer to Purchase is incorporated herein by reference.

      (b) The information set forth in SPECIAL FACTORS (“Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

      (a) The information set forth in SPECIAL FACTORS (“Related Party Transactions”) of the Offer to Purchase is incorporated herein by reference.

      (b) The information set forth in the INTRODUCTION and SPECIAL FACTORS (“Background of this Offer”) of the Offer to Purchase is incorporated herein by reference.

      (e) Not applicable.

Item 6. Purpose of the Transaction and Plans or Proposals.

      (a), (b), (c)(1), (3)-(10) The information set forth in the INTRODUCTION, SPECIAL FACTORS (“Background of this Offer”), SPECIAL FACTORS (“Purpose and Structure of the Offer and the Merger; Reasons of Enterprises for the Offer and the Merger”), SPECIAL FACTORS (“The Merger; Plans for Cox After the Offer and the Merger; Certain Effects of the Offer”), SPECIAL FACTORS (“The Merger Agreement”), THE TENDER OFFER Section 6 (“Price Range of Shares; Dividends”), THE TENDER OFFER Section 9 (“Sources and Amount of Funds”), THE TENDER OFFER Section 10 (“Certain Effects of the Offer on the Market for the Shares”), and SPECIAL FACTORS (“Interests of Certain Persons in the Offer”) of the Offer to Purchase is incorporated herein by reference.

      (c)(2) Not applicable.

Item 7. Source and Amount of Funds or Other Consideration.

      (a), (b) and (d) The information set forth in THE TENDER OFFER Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

      (a) The information set forth in the INTRODUCTION, SPECIAL FACTORS (“Security Ownership of Certain Beneficial Owners”) and THE TENDER OFFER Section 8 (“Certain Information Concerning Cox, Enterprises and Holdings”) of the Offer to Purchase is incorporated herein by reference.

      (b) The information set forth in SPECIAL FACTORS (“Transactions and Arrangements Concerning the Shares”) and on Schedule B to the Offer to Purchase is incorporated herein by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

      (a) The information set forth in the INTRODUCTION, SPECIAL FACTORS (“Opinion of Financial Advisor”) and THE TENDER OFFER Section 11 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference.

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Item 10. Financial Statements.

      The information set forth in THE TENDER OFFER Section 7 (“Certain Information Concerning Cox — Financial Information”) of the Offer to Purchase is incorporated herein by reference.

Item 11. Additional Information.

      (a) The information set forth in SPECIAL FACTORS (“The Merger; Plans for Cox After the Offer and Merger; Certain Effects of the Offer”), THE TENDER OFFER Section 10 (“Certain Effects of the Offer on the Market for the Shares”) and THE TENDER OFFER Section 13 (“Certain Legal Matters”) of the Offer to Purchase is incorporated herein by reference.

      (b) The information set forth in the Offer to Purchase and Letter of Transmittal is incorporated herein by reference.

Item 12. Exhibits.

Exhibit No.		Description
	(a)(1)(A)	Offer to Purchase, dated November 3, 2004.
	(a)(1)(B)	Letter of Transmittal.
	(a)(1)(C)	Notice of Guaranteed Delivery.
	(a)(1)(D)	Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.
	(a)(1)(E)	Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.
	(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
	(a)(1)(G)	Summary Advertisement as published on November 3, 2004.
	(a)(1)(H)	Joint press release issued by Cox Communications, Inc. and Cox Enterprises, Inc.
	(a)(1)(I)	See Exhibit(a)(1)(H) above.
	(a)(1)(J)	Letter to Stockholders of Cox Communications, Inc., dated November 3, 2004.
	(a)(1)(K)	Notice to Participants of Cox Communications, Inc. Savings and Investment Plan and Tender Offer Instruction Form to be mailed by Vanguard Fiduciary Trust Company to plan participants.
	(a)(1)(L)	Frequently Asked Questions Regarding the Cox Common Stock Fund in the Cox Communications, Inc. Savings and Investment Plan to be mailed by the Vanguard Group to plan participants.
	(a)(1)(M)	Notice to Participants of Cox Communications, Inc. Employee Stock Purchase Plan and Tender Offer Instruction Form to be mailed by Cox Enterprises, Inc. to plan participants.
	(a)(1)(N)	Notice to Participants of Cox Communications, Inc. Long Term Incentive Plan, Option Cancellation Agreement and Long Term Inventive Plan Payment Instruction Form to be mailed by Cox Enterprises, Inc. to plan participants.
	(a)(2)	Recommendation Statement on Schedule 14D-9 of Cox Communications, Inc., dated November 3, 2004 (incorporated by reference to the Schedule 14D-9 filed today by Cox Communications, Inc.).
	(a)(5)(A)	Amended Complaint from In re Cox Communications, Inc. Shareholders Litigation, Consolidated in Civ. A. No. 613-N (Delaware).
	(a)(5)(B)	Complaint from Brody v. Cox Communications, Inc., et al., C. A. No. 2004CV89198 (Ga. Super. Ct., Fulton County, filed August 2, 2004).
	(a)(5)(C)	Complaint from Golombuski v. Kennedy, et al., C. A. No. 2004CV89216 (Ga. Super. Ct., Fulton County, filed August 2, 2004).
	(a)(5)(D)	Complaint from Durgin v. Cox Communications, Inc., et al., C. A. No. 2004CV89301 (Ga. Super. Ct., Fulton County, filed August 3, 2004).

3

Exhibit No.		Description
	(b)(1)	Commitment Letter, dated August 23, 2004, from Citigroup Global Markets Inc., Citicorp North America, Inc., Lehman Brothers Inc., Lehman Commercial Paper Inc., JPMorgan Chase Bank and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 7.05 filed with Amendment No. 9 to Schedule 13 D/A filed by Cox Enterprises, Inc. on August 2, 2004).
	(b)(2)	Amendment to Commitment Letter, dated October 19, 2004, from Citigroup Global Markets Inc., Citicorp North America, Inc., Lehman Brothers Inc., Lehman Commercial Paper Inc., JPMorgan Chase Bank and J.P. Morgan Securities Inc.(incorporated by reference to Exhibit 7.06 filed with Amendment No. 10 to Schedule 13 D/A filed by Cox Enterprises, Inc. on October 20, 2004.).
	(c)(1)	Opinion of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc., dated October 19, 2004 (included as Annex A of the Offer to Purchase filed herewith as Exhibit(a)(1)(A)).
	(c)(2)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on August 18, 2004.
	(c)(3)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on August 25, 2004.
	*(c)(4)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on September 15, 2004.
	*(c)(5)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on September 23, 2004.
	(c)(6)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on September 28, 2004.
	(c)(7)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on October 18, 2004.
	(c)(8)	Appraisal of Cox Communications, Inc. as of December 31, 2003 by Bond & Pecaro.
	(c)(9)	Appraisal of Cox Communications, Inc. as of December 31, 2003 by Richard Sleavin, LTD.
	*(c)(10)	Materials presented by Lehman Brothers Inc. to the Board of Directors of Cox Enterprises, Inc. on June 25, 2004.
	*(c)(11)	Materials presented by Citigroup Global Markets Inc. and Lehman Brothers Inc. to the Special Committee of the Board of Directors of Cox Communications, Inc. on July 22, 2004.
	*(c)(12)	Materials presented by Citigroup Global Markets Inc. and Lehman Brothers Inc. to the Special Committee of the Board of Directors of Cox Enterprises, Inc. on July 30, 2004.
	*(c)(13)	Materials presented by Lehman Brothers Inc. to the Special Committee of the Board of Directors of Cox Communications, Inc. on August 25, 2004.
	*(c)(14)	Materials presented by Citigroup Global Markets Inc. and Lehman Brothers Inc. to Goldman, Sachs & Co. on October 7, 2004.
	(d)(1)(A)	Agreement and Plan of Merger, dated as of October 19, 2004, by and among Cox Enterprises, Inc, Cox Holdings, Inc., CEI-M Corporation and Cox Communications, Inc. (incorporated by reference to Exhibit 2.1 filed with a Form 8-K, dated October 19, 2004, by Cox Communications, Inc. on October 25, 2004).
	(d)(1)(B)	Waiver, dated November 3, 2004.
	(e)	None.
	(f)	Section 262 of the Delaware General Corporation Law (included as Schedule C of the Offer to Purchase filed herewith as Exhibit(a)(1)(A)).
	(g)	None.
	(h)	None.

* To be filed by amendment (see Explanatory Note).

4

Item 13. Information Required by Schedule 13e-3.

      The information set forth in the INTRODUCTION, SPECIAL FACTORS (“Background of this Offer”), SPECIAL FACTORS (“Recommendation of the Special Committee and the Cox Board; Fairness of the Offer and the Merger”), SPECIAL FACTORS (“Opinion of Financial Advisor”), SPECIAL FACTORS (“Position of Enterprises and Holdings Regarding Fairness of the Offer and the Merger”), SPECIAL FACTORS (“Purpose and Structure of the Offer and the Merger; Reasons of Enterprises for the Offer and the Merger”), SPECIAL FACTORS (“The Merger; Plans for Cox After the Offer and the Merger; Certain Effects of the Offer”), SPECIAL FACTORS (“Appraisal Rights”), SPECIAL FACTORS (“Security Ownership of Certain Beneficial Owners”), SPECIAL FACTORS (“Transactions and Arrangements Concerning the Shares”), SPECIAL FACTORS (“Interests of Certain Persons in the Offer and the Merger”), THE TENDER OFFER Section 5 (“Certain U.S. Federal Income Tax Consequences”), THE TENDER OFFER Section 7 (“Certain Information Concerning Cox”), THE TENDER OFFER Section 10 (“Certain Effects of the Offer on the Market for the Shares”), THE TENDER OFFER Section 11 (“Fees and Expenses”) and THE TENDER OFFER Section 12 (“Certain Conditions to the Offer”) of the Offer to Purchase and on Schedule B to the Offer to Purchase is incorporated herein by reference.

5

SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE TO AND SCHEDULE 13E-3

COX ENTERPRISES, INC.

BY:  /s/ RICHARD J. JACOBSON

NAME: Richard J. Jacobson

TITLE: Treasurer

COX HOLDINGS, INC.

BY:  /s/ RICHARD J. JACOBSON

NAME: Richard J. Jacobson

TITLE: Treasurer

COX COMMUNICATIONS, INC.

BY:  /s/ JIMMY W. HAYES

NAME: Jimmy W. Hayes

TITLE:  Executive Vice President, Finance
and Chief Financial Officer

Date: November 3, 2004

EXHIBIT INDEX

Exhibit No.		Description
	(a)(1)(A)	Offer to Purchase, dated November 3, 2004.
	(a)(1)(B)	Letter of Transmittal.
	(a)(1)(C)	Notice of Guaranteed Delivery.
	(a)(1)(D)	Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.
	(a)(1)(E)	Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.
	(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
	(a)(1)(G)	Summary Advertisement as published on November 3, 2004.
	(a)(1)(H)	Joint press release issued by Cox Communications, Inc. and Cox Enterprises, Inc., dated November 3, 2004.
	(a)(1)(I)	See Exhibit (a)(1)(H) above.
	(a)(1)(J)	Letter to Stockholders of Cox Communications, Inc., dated November 3, 2004.
	(a)(1)(K)	Notice to Participants of Cox Communications, Inc. Savings and Investment Plan and Tender Offer Instruction Form to be mailed by Vanguard Fiduciary Trust Company to plan participants.
	(a)(1)(L)	Frequently Asked Questions Regarding the Cox Common Stock Fund in the Cox Communications, Inc. Savings and Investment Plan to be mailed by the Vanguard Group to plan participants.
	(a)(1)(M)	Notice to Participants of Cox Communications, Inc. Employee Stock Purchase Plan and Tender Offer Instruction Form to be mailed by Cox Enterprises, Inc. to plan participants.
	(a)(1)(N)	Notice to Participants of Cox Communications, Inc. Long Term Incentive Plan, Option Cancellation Agreement and Long Term Inventive Plan Payment Instruction Form to be mailed by Cox Enterprises, Inc. to plan participants.
	(a)(2)	Recommendation Statement on Schedule 14D-9 of Cox Communications, Inc., dated November 3, 2004. (incorporated by reference to the Schedule 14D-9 filed today by Cox Communications, Inc.).
	(a)(5)(A)	Amended Complaint from In re Cox Communications, Inc. Shareholders Litigation, Consolidated in Civ. A. No. 613-N (Delaware).
	(a)(5)(B)	Complaint from Brody v. Cox Communications, Inc., et al., C. A. No. 2004CV89198 (Ga. Super. Ct., Fulton County, filed August 2, 2004).
	(a)(5)(C)	Complaint from Golombuski v. Kennedy, et al., C. A. No. 2004CV89216 (Ga. Super. Ct., Fulton County, filed August 2, 2004).
	(a)(5)(D)	Complaint from Durgin v. Cox Communications, Inc., et al., C. A. No. 2004CV89301 (Ga. Super. Ct., Fulton County, filed August 3, 2004).
	(b)(1)	Commitment Letter, dated August 23, 2004, from Citigroup Global Markets Inc., Citicorp North America, Inc., Lehman Brothers Inc., Lehman Commercial Paper Inc., JPMorgan Chase Bank and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 7.05 filed with Amendment No. 9 to Schedule 13 D/A filed by Cox Enterprises, Inc. on August 2, 2004).
	(b)(2)	Amendment to Commitment Letter, dated October 19, 2004, from Citigroup Global Markets Inc., Citicorp North America, Inc., Lehman Brothers Inc., Lehman Commercial Paper Inc., JPMorgan Chase Bank and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 7.06 filed with Amendment No. 10 to Schedule 13 D/A filed by Cox Enterprises, Inc. on October 20, 2004).
	(c)(1)	Opinion of Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc., dated October 19, 2004 (included as Annex A of the Offer to Purchase filed herewith as Exhibit (a)(1)(A)).

Exhibit No.		Description
	(c)(2)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on August 18, 2004.
	(c)(3)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on August 25, 2004.
	*(c)(4)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on September 15, 2004.
	*(c)(5)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on September 23, 2004.
	(c)(6)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on September 28, 2004.
	(c)(7)	Materials presented by Goldman, Sachs & Co. to the Special Committee of the Board of Directors of Cox Communications, Inc. on October 18, 2004.
	(c)(8)	Appraisal of Cox Communications, Inc. as of December 31, 2003 by Bond & Pecaro.
	(c)(9)	Appraisal of Cox Communications, Inc. as of December 31, 2003 by Richard Sleavin, LTD.
	*(c)(10)	Materials presented by Lehman Brothers Inc. to the Board of Directors of Cox Enterprises, Inc. on June 25, 2004.
	*(c)(11)	Materials presented by Citigroup Global Markets Inc. and Lehman Brothers Inc. to the Special Committee of the Board of Directors of Cox Communications, Inc. on July 22, 2004.
	*(c)(12)	Materials presented by Citigroup Global Markets Inc. and Lehman Brothers Inc. to the Special Committee of the Board of Directors of Cox Enterprises, Inc. on July 30, 2004.
	*(c)(13)	Materials presented by Lehman Brothers Inc. to the Special Committee of the Board of Directors of Cox Communications, Inc. on August 25, 2004.
	*(c)(14)	Materials presented by Citigroup Global Markets Inc. and Lehman Brothers Inc. to Goldman, Sachs & Co. on October 7, 2004.
	(d)(1)(A)	Agreement and Plan of Merger, dated as of October 19, 2004, by and among Cox Enterprises, Inc, Cox Holdings, Inc., CEI-M Corporation and Cox Communications, Inc. (incorporated by reference to Exhibit 2.1 filed with a Form 8-K dated October 19, 2004, by Cox Communications, Inc. on October 25, 2004).
	(d)(1)(B)	Waiver, dated November 3, 2004.
	(e)	None.
	(f)	Section 262 of the Delaware General Corporation Law (included as Schedule C of the Offer to Purchase filed herewith as Exhibit (a)(1)(A)).
	(g)	None.
	(h)	None.

* To be filed by amendment (see Explanatory Note).

EX-99.A.1.A

Offer To Purchase For Cash

All Outstanding Shares Of Class A Common Stock

of

Cox Communications, Inc.

at

$34.75 Net Per Share

by

Cox Holdings, Inc.

A Wholly Owned Subsidiary Of

Cox Enterprises, Inc.

and by

Cox Communications, Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS THE OFFER IS EXTENDED.

     Cox Holdings, Inc., a Delaware corporation (“Holdings”), a direct, wholly owned subsidiary of Cox Enterprises, Inc., a Delaware corporation (“Enterprises”), and Cox Communications, Inc., a Delaware corporation (“Cox”) are offering to purchase, at a price of $34.75 net per share in cash without interest, all outstanding shares of Class A common stock, par value $1.00 per share, of Cox (the “Shares”) not otherwise owned by Holdings or Cox DNS, Inc., a Delaware corporation (“DNS”), another direct, wholly owned subsidiary of Enterprises, including all Shares issued upon exercise of options, on the terms and subject to the conditions specified in this Offer to Purchase and related Letter of Transmittal. This offer is subject to (i) the non-waivable condition that there shall have been validly tendered and not withdrawn before the tender offer expires Shares which constitute at least a majority of the outstanding Shares not beneficially owned by Enterprises, Holdings, DNS or their respective affiliates or the directors and executive officers of Cox immediately prior to the expiration of the tender offer and (ii) the non-waivable condition that Cox shall have obtained funding under its new credit facilities arranged in connection with the tender offer and the merger set forth in the merger agreement. This offer is also subject to certain other conditions described in “The Tender Offer — Section 12. Certain Conditions To The Offer.” Holdings and DNS currently beneficially own approximately 60% of Cox’s outstanding Class A common stock. After the tender offer is consummated and subject to the conditions to the merger, CEI-M Corporation, Inc. (“CEI-M”), a Delaware corporation and a newly-created and wholly owned subsidiary of Holdings, will merge with and into Cox (the “Merger”) in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL”) with Cox as the surviving corporation. If after the purchase of Shares pursuant to the tender offer, Holdings and DNS own at least 90% of the outstanding Shares, CEI-M will merge with and into Cox in a short-form merger pursuant to Section 253 of the DGCL. If after the purchase of Shares pursuant to the tender offer, Holdings and DNS own less than 90% of the outstanding Shares, Cox will call a special meeting of Cox’s stockholders, and Enterprises will cause Holdings and DNS to vote all Cox common stock owned by them in favor of, and thereby approve, the Merger.

     The Board of Directors of Cox (the “Cox Board”), based upon the unanimous recommendation of a special committee of independent directors of the Cox Board, (a) unanimously determined that each of the tender offer and the Merger is fair to and in the best interests of Cox’s stockholders (other than Enterprises and its affiliates), (b) unanimously approved the tender offer and the Merger, and (c) unanimously recommends that Cox’s stockholders accept the tender offer and tender their Shares pursuant to the tender offer.

     Any stockholder desiring to tender all or any portion of such stockholder’s Shares should either (i) complete and sign the related Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal, have such stockholder’s signature thereon guaranteed (if required by Instruction 5 to the Letter of Transmittal), mail or deliver the Letter of Transmittal (or a facsimile thereof) and any other required documents to the Depositary (as defined herein) and either deliver the certificates for such Shares along with the Letter of Transmittal to the Depositary or tender such Shares pursuant to the procedures for book-entry transfer set forth in “The Tender Offer — Section 3. Procedures for Tendering Shares” or (ii) request such stockholder’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Any stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee to tender such Shares.

Contact: Tim Drain (877) 531-8365 Contact: Kevin Blum (212) 526-7850

November 3, 2004

      Any stockholder who desires to tender Shares and whose certificates evidencing such Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer described in this Offer to Purchase on a timely basis, or who cannot deliver all required documents to the Depositary prior to the expiration of the tender offer, may tender such Shares by following the procedures for guaranteed delivery set forth in “The Tender Offer  — Section 3. Procedures For Tendering Shares.”

      Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or other tender offer materials may be directed to D. F. King & Co., Inc. (the “Information Agent”) or to Citigroup Global Markets Inc. and Lehman Brothers Inc. (together, the “Dealer Managers”) at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the tender offer.

      This transaction has not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the fairness or merits of such transaction or upon the accuracy or adequacy of the information contained in this document. Any representation to the contrary is unlawful.

TABLE OF CONTENTS

Table of Contents

Summary Term Sheet		1
Introduction		8
Special Factors		12
	Background of the Offer	12
	Recommendation of the Special Committee; Fairness of the Offer and the Merger	21
	Position of Enterprises and Holdings Regarding Fairness of the Offer and the Merger	38
	Purpose and Structure of the Offer and the Merger; Reasons of Enterprises for the Offer and the Merger	43
	The Merger; Plans for Cox After the Offer and the Merger; Certain Effects of the Offer	44
	Conduct of Cox’s Business if the Offer is Not Completed	46
	The Merger Agreement	46
	Appraisal Rights	52
	Security Ownership of Certain Beneficial Owners	54
	Transactions and Arrangements Concerning the Shares	56
	Related Party Transactions	57
	Interests of Certain Persons in the Offer	58
The Tender Offer		59
	Terms of the Offer; Expiration Date	59
	Acceptance for Payment and Payment for Shares	61
	Procedures for Tendering Shares	62
	Withdrawal Rights	64
	Certain United States Federal Income Tax Considerations	65
	Price Range of Shares; Dividends	67
	Certain Information Concerning Cox	67
	Certain Information Concerning Cox, Enterprises and Holdings	73
	Source and Amount of Funds	73
	Certain Effects of the Offer on the Market for the Shares	78
	Fees and Expenses	79
	Certain Conditions to the Offer	80
	Certain Legal Matters	81
	Miscellaneous	85
Schedule A — Directors and Executive Officers of Enterprises, Holdings and Cox		A-1
Schedule B — Share Transactions		B-1
Schedule C — DGCL Section 262 — Appraisal Rights		C-1
Annex I — Opinion of Goldman, Sachs & Co.		I-1
Annex II — Agreement and Plan of Merger		II-1

SUMMARY TERM SHEET

      Holdings and Cox are jointly offering to purchase all the outstanding shares of Class A common stock, par value $1.00 per share, of Cox not otherwise owned by Holdings or DNS for $34.75 net per Share in cash without interest. The following are some of the questions that you, as a stockholder of Cox, may have and answers to those questions. We urge you to carefully read the remainder of this Offer to Purchase and the related Letter of Transmittal because the information in this summary is not complete and additional important information is contained in the remainder of this Offer to Purchase and the related Letter of Transmittal.

Who Is Offering To Buy My Securities?

      The offer to purchase all the outstanding shares of Class A common stock of Cox not otherwise owned by Holdings or DNS is being made jointly by Holdings and Cox. Cox has two classes of common stock, Class A and Class C, and no other outstanding voting securities. Except with respect to voting, transfer and convertibility, shares of Class A common stock and shares of Class C common stock are identical. Class A stockholders are entitled to one vote per share, while Class C stockholders are entitled to ten votes per share. The shares of Class C common stock are subject to significant transfer restrictions, and each share is convertible into one share of Class A common stock. As of the date hereof, Holdings owns 340,710,646 shares or 56% of Cox’s Class A common stock and 25,696,470 shares or 93% of Cox’s Class C common stock, and DNS owns 24,980,530 shares or 4% of Cox’s Class A common stock and 1,901,322 shares or 7% of Cox’s Class C common stock. Holdings and DNS collectively own approximately 60% of the outstanding Class A common stock and 100% of the Class C common stock of Cox, which together represent approximately 73% of the voting power thereof. Holdings and DNS are holding companies with no independent business operations. See “The Tender Offer — Section 7. Certain Information Concerning Cox” and “The Tender Offer — Section 8. Certain Information Concerning Cox, Enterprises and Holdings.”

      If sufficient Shares are tendered in the tender offer such that the tendered Shares, together with the Shares already owned by Holdings and DNS, would represent at least 90% of the outstanding Shares upon the expiration of the tender offer, Holdings would purchase all Shares tendered in the tender offer. However, if sufficient Shares are not tendered in the tender offer such that the tendered Shares, together with the Shares already owned by Holdings and DNS, would represent at least 90% of the outstanding Shares upon the expiration of the tender offer, Holdings would purchase the first 43,165,467 Shares validly tendered and not withdrawn pursuant to the tender offer. Cox would then purchase any remaining Shares validly tendered and not withdrawn pursuant to the tender offer.

      Enterprises is one of the nation’s leading media companies and providers of automotive services, with 2003 revenues of $10.7 billion and 77,000 employees. Major operating subsidiaries include Cox Communications, Inc. (NYSE: COX) (cable television distribution, telephone, high-speed Internet access and other advanced broadband services); Cox Newspapers, Inc. (newspapers, local and national direct mail advertising and customized newsletters); Cox Television (television and television sales representative firms); Cox Radio, Inc. (NYSE: CXR) (broadcast radio stations and interactive Web sites); and Manheim Auctions, Inc. (vehicle auctions, repair and certification services and web-based technology products). CEI also owns an equity stake in AutoTrader.com, the world’s largest and most visited online source of vehicle listings for dealers and consumers.

      Cox is a multi-service broadband communications company with approximately 6.6 million total customers, including approximately 6.3 million basic cable subscribers. The nation’s third-largest cable television provider measured by basic subscribers, Cox offers both analog cable television under the Cox Cable brand as well as advanced digital video service under the Cox Digital Cable brand. Cox provides an array of other communications and entertainment services, including local and long distance telephone under the Cox Digital Telephone brand; high-speed Internet access under the Cox High Speed Internet brand; and commercial voice and data services via Cox Business Services. Local cable advertising, promotional opportunities and production services are sold under the Cox Media brand. Cox is an investor

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in programming networks including Discovery Channel. Cox operates in one operating segment, broadband communications. Cox is an indirect, majority-owned subsidiary of Enterprises.

What Are the Classes and Amounts of Securities Sought in the Tender Offer?

      We are seeking to purchase all of Cox’s outstanding Class A common stock not otherwise owned by Holdings or DNS. See “Introduction.” As of the date of this Offer to Purchase, there are approximately 240.6 million outstanding Shares not beneficially owned by Enterprises.

How Much Are You Offering to Pay and What Is the Form of Payment?

      We are offering to pay $34.75 per Share, net to you in cash without interest. This price represents a premium of approximately 26% over the closing price of Cox’s Class A common stock on the New York Stock Exchange (“NYSE”) on July 30, 2004, the last trading day prior to the date Enterprises announced its intention to make the tender offer. If you are the record owner of your Shares and you tender your Shares to us in the tender offer, you will not have to pay brokerage fees or similar expenses. If you own your Shares through a broker or other nominee and your broker tenders your Shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. See “The Tender Offer — Section 3. Procedures For Tendering Shares.”

How Will My Stock Options Be Treated in the Tender Offer and the Merger?

      If you hold a vested stock option, you are free to exercise that option in accordance with its terms and then tender your Shares under this tender offer. Following the tender offer, as part of the Merger, if you hold options that are vested, you will be offered the opportunity to cancel those options and, in exchange, receive a cash payment with respect to each share subject to such options equal in amount to the excess of the consideration offered to Cox stockholders in the Merger ($34.75 net per Share) over the exercise price under your options. The right to receive the option cash payment will be subject to the prior execution of all necessary written consents and releases as determined by Enterprises. See “Special Factors — The Merger Agreement.”

      Options that are not vested at the time of the Merger or that you have not exchanged in the Merger because the exercise price exceeds $34.75, will continue in effect following the consummation of the Merger. Any vesting restrictions will continue to apply and once vested, those options will be exercisable in accordance with their terms. Following the Merger, Cox shares will no longer be listed on the NYSE or on any other securities exchange or automated dealer quotation system, so your ability to resell such shares will be limited.

How Will My Restricted Stock Be Treated in the Tender Offer and the Merger?

      If you previously received a restricted stock award and any portion of the Shares under that award has become vested, those vested Shares are the same as any other Shares, and you are free to tender those Shares in accordance with the terms of the tender offer.

      Shares of restricted stock that have not vested as of the expiration of the tender offer are subject to the terms of your restricted stock award that provides that those Shares are not transferable. As a result, under the terms of your restricted stock award, you may not tender your Shares in the tender offer. At the time of the Merger, however, shares of restricted stock that are not vested will be exchanged for the consideration offered to Cox stockholders in the Merger so that you will receive a cash payment equal to $34.75 net per Share multiplied by the number of shares of restricted stock you hold. This cash payment will be free and clear of all forfeiture provisions. See “Special Factors — The Merger Agreement.”

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What Are the Most Important Conditions to the Tender Offer?

      Our obligation to purchase Shares at the expiration of the tender offer is subject to satisfaction of, or if permitted, waiver of, several conditions, including the non-waivable condition that there shall have been validly tendered and not withdrawn before the tender offer expires Shares which constitute at least a majority of the outstanding Shares not beneficially owned by Enterprises, Holdings, DNS or their respective affiliates or the directors and executive officers of Cox immediately prior to the expiration of the tender offer. We estimate based on the number of outstanding Shares as of October 31, 2004, approximately 119,715,911 Shares not beneficially owned by Enterprises, Holdings, DNS or their respective affiliates or the directors and executive officers of Cox would have to be tendered in order to satisfy the non-waivable condition that there shall have been validly tendered and not withdrawn before the tender offer expires Shares which constitute at least a majority of the outstanding Shares not beneficially owned by Enterprises, Holdings or their respective affiliates or the directors and executive officers of Cox immediately before expiration of the tender offer. In addition, our obligation to purchase the Shares is subject to the non-waivable condition that Cox shall have obtained funding under its new credit facilities arranged in connection with the tender offer and the Merger.

      The tender offer is not conditioned upon any antitrust or other governmental approvals, consents or clearances. The offer is subject to several other conditions. See “The Tender Offer — Section 12. Certain Conditions To The Offer.”

      In the event that all of the conditions to the tender offer have not been satisfied or waived at the then scheduled expiration date of the tender offer, at the request of the special committee, Holdings will extend the expiration date of the tender offer in such increments as Holdings may determine until the earliest to occur of (i) the satisfaction or waiver of such conditions, (ii) termination of the merger agreement in accordance with its terms, and (iii) the determination that such conditions are not reasonably capable of being satisfied.

Do You Have the Financial Resources to Make Payment?

      Holdings and Cox will need approximately $8.5 billion to purchase all Shares not otherwise owned by Holdings or DNS in the tender offer and the Merger and to pay related fees and expenses. Enterprises has arranged for (subject to the terms and conditions contained therein) new bank credit facilities for Enterprises and Cox providing for aggregate financing of $10 billion, of which $2.25 billion has been committed to Enterprises and $7.75 billion has been committed to Cox. If sufficient Shares are not tendered in the tender offer such that the tendered Shares, together with the Shares already owned by Holdings and DNS, would represent at least 90% of the outstanding Shares upon the expiration of the tender offer, Holdings would purchase the first 43,165,467 Shares validly tendered and not withdrawn pursuant to this tender offer. Cox would then purchase any remaining Shares validly tendered and not withdrawn pursuant to this tender offer. If sufficient Shares are tendered in the tender offer such that the tendered Shares, together with the Shares already owned by Holdings and DNS, would represent at least 90% of the outstanding Shares upon the expiration of the tender offer, Holdings would purchase all Shares tendered in the tender offer. If Holdings would purchase all Shares tendered in the tender offer, Cox is permitted, and intends to, use the proceeds of borrowings under its new credit facilities to lend funds to Holdings for use by Holdings to purchase such Shares. See “The Tender Offer — Section 9. Source And Amount Of Funds.”

      Like most credit agreements with banks, there are conditions to the banks’ obligations to loan money to Enterprises and Cox. These conditions are discussed in “The Tender Offer — Section 9. Source And Amount Of Funds.” However, Enterprises and Cox believe that if the conditions to our offer are met, other than the condition that Cox receive funds under its new credit facilities, we will be able to meet all of the conditions imposed by the banks in our commitment letter. However, if Cox does not receive funding under its new credit facilities, Cox and Holdings will be unable to complete the tender offer, and all tendered Shares will be promptly returned to tendering stockholders.

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Is Your Financial Condition Relevant to My Decision to Tender My Shares in the Tender Offer?

      We do not think the financial condition of the offerors in the tender offer is relevant to your decision whether to tender your Shares in the tender offer because:

•  the tender offer is being made for all Shares not otherwise owned by Holdings or DNS solely for cash;

•  if we consummate the tender offer, we will acquire all remaining untendered Shares in the Merger for the same cash price;

•  Enterprises and Cox have received a commitment for financing to be provided to Enterprises and Cox from reputable financial institutions for sufficient funds to purchase all Shares not otherwise owned by Holdings or DNS; and

•  the commitment letter is subject only to customary terms and conditions, which generally correspond to the conditions to the tender offer and which we believe will be satisfied upon completion of the tender offer.

      Notwithstanding the foregoing, we have included the relevant financial information of Cox because it is the issuer of the Shares.

How Long Do I Have to Decide Whether to Tender in the Tender Offer?

      You will have until 12:00 midnight, New York City time, on December 2, 2004, to decide whether to tender your Shares in the tender offer. Further, if you cannot deliver everything that is required in order to make a valid tender by that time, you may be able to use a guaranteed delivery procedure, which is described later in this Offer to Purchase. See “The Tender Offer — Section 3. Procedures For Tendering Shares.”

Can the Tender Offer Be Extended and Under What Circumstances?

      We may extend, and at the request of the special committee, we will be obligated to extend, the tender offer from time to time if certain conditions to the tender offer have not been satisfied or waived. If Shares tendered in the tender offer have been accepted for payment, but the number of Shares collectively owned by Holdings and DNS is less than 90% of the outstanding Shares, Holdings may extend the offer for a “subsequent offering period” not to exceed 15 business days in accordance with Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “The Tender Offer — Section 1. Terms Of The Offer; Expiration Date.”

How Will I Be Notified If the Tender Offer Is Extended?

      If we extend the tender offer, we will inform Wachovia Bank, N.A. (the Depositary for the tender offer) of that fact and will make a public announcement of the extension, not later than 9:00 a.m., New York City time, on the next business day after the day on which the offer was scheduled to expire.

How Do I Tender My Shares?

      To tender your Shares, you must deliver the certificates evidencing your Shares, together with a completed Letter of Transmittal, to Wachovia Bank, N.A. (the Depositary for the tender offer), not later than the time the tender offer expires. If your Shares are held in street name (that is, through a broker, dealer or other nominee), the Shares can be tendered by your nominee through The Depository Trust Company (“DTC”). If you are not able to deliver any required items to the Depositary by the expiration of the tender offer, you may get a little extra time to do so by having a broker, bank or other fiduciary who is a member of the Securities Transfer Agent Medallion Program or other eligible institution guarantee that the missing items will be received by the Depositary within three NYSE trading days. However, the Depositary must receive the missing items within that three trading day period after the

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expiration of the tender offer or you will not be able to tender your Shares in the tender offer. See “The Tender Offer — Section 3. Procedures For Tendering Shares.”

Until What Time Can I Withdraw Previously Tendered Shares?

      You can withdraw previously tendered Shares at any time until the tender offer has expired and, if we have not agreed to accept your Shares for payment by January 2, 2005, you can withdraw them at any time after January 2, 2005 until we do accept your Shares for payment. This right to withdraw will not apply to any subsequent offering period. See “The Tender Offer — Section 1. Terms Of The Offer; Expiration Date.”

How Do I Withdraw Previously Tendered Shares?

      To withdraw previously tendered Shares you must deliver a written notice of withdrawal, or a facsimile thereof, with the required information to the Depositary while you still have the right to withdraw the Shares. See “The Tender Offer — Section 4. Withdrawal Rights.”

What Does Cox’s Board of Directors Think of the Tender Offer?

      The Cox Board formed a special committee of independent directors to review and consider the tender offer. Both the special committee and the Cox Board (i) unanimously determined that each of the tender offer and the Merger is fair to and in the best interests of Cox’s stockholders (other than Enterprises and its affiliates), (ii) unanimously approved the tender offer and the Merger, and (iii) unanimously recommends that you accept the tender offer and tender your Shares in the tender offer. See “Special Factors — Recommendation Of The Special Committee; Fairness Of The Offer And The Merger.”

Following the Tender Offer, Will Cox Continue as a Public Company?

      Yes. Cox has a series of debt securities outstanding that is listed for trading on the NYSE. As long as these debt securities remain so listed, Cox will continue to file periodic reports pursuant to Section 13 of the Exchange Act. Holders of these debentures have the right to require Cox to repurchase their debentures in April 2005, and Cox will have the right to redeem these debentures beginning in April 2005. In addition, Cox may have continuing Exchange Act reporting requirements under its other outstanding debt securities. However, if the Merger takes place, Cox will no longer have any publicly traded equity securities outstanding. See “The Tender Offer — Section 10. Certain Effects Of The Offer On The Market For The Shares.”

What Will I Receive for My Shares in the Merger, If I Do Not Exercise Appraisal Rights?

      If the Merger takes place, stockholders will receive $34.75 net per Share in cash in connection with the Merger.

Will I Have the Right to Have My Shares of Cox Class A Common Stock Appraised?

      If you tender your Shares in the tender offer, you will not be entitled to exercise statutory appraisal rights under the DGCL. If you do not tender your Shares in the tender offer and the Merger is consummated, you will have a statutory right to demand payment of the judicially appraised fair value of your Shares plus a fair rate of interest, if any, from the date of the Merger. This value may be more or less than or the same as the $34.75 net per Share cash consideration in the tender offer and the Merger. See “Special Factors — Appraisal Rights.”

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Will the Tender Offer Be Followed by a Merger If Not All the Publicly Traded Shares of Cox Communications Are Tendered in the Tender Offer?

      The tender offer is subject to the non-waivable condition that there shall have been validly tendered and not withdrawn before the tender offer expires Shares which constitute at least a majority of the outstanding Shares not beneficially owned by Enterprises, Holdings, DNS or their respective affiliates or the directors and executive officers of Cox immediately prior to the expiration of the tender offer. If this condition is not satisfied, all previously tendered Shares will be returned to tendering stockholders, and the Merger will not take place. If this condition is satisfied and Shares are purchased in the tender offer, then, subject to the conditions to the Merger set forth in the merger agreement, the Merger will take place. See “Special Factors — The Merger Agreement.”

      When the Merger takes place, Cox will become an indirect, wholly owned subsidiary of Enterprises, and all of the remaining stockholders of Cox (other than Holdings, DNS and CEI-M) will receive $34.75 net per Share in cash without interest. If after the purchase of Shares pursuant to the tender offer, Holdings and DNS own at least 90% of the outstanding Shares, CEI-M will be merged with and into Cox in a short-form merger pursuant to Section 253 of the DGCL with Cox as the surviving corporation. However, if after the purchase of Shares pursuant to the tender offer, Holdings and DNS own less than 90% of the outstanding Shares, Cox will call a special meeting of stockholders to vote upon the Merger, and Enterprises will cause Holdings and DNS to vote to approve the Merger pursuant to Section 251 of the DGCL. If after the purchase of Shares pursuant to the tender offer, Holdings and DNS own less than 90% of the outstanding Shares, Holdings and DNS might convert shares of Class C common stock into Class A common stock to the extent that, after giving effect to such conversion, Holdings and DNS would own in the aggregate the number of Shares necessary to effect a short-form merger. See “Special Factors — The Merger; Plans For Cox After The Offer And The Merger; Certain Effects Of The Offer.”

If I Decide Not to Tender, How Will the Tender Offer Affect My Shares?

      If the Merger takes place, stockholders not tendering in the tender offer will receive the same amount of cash per Share that they would have received had they tendered their Shares in the tender offer. Therefore, if the Merger takes place, the only difference to you between tendering your Shares and not tendering your Shares is that you will be paid earlier if you tender your Shares in the tender offer, unless you properly perfect your appraisal rights under Delaware law. However, if for some reason the tender offer is consummated but the Merger does not take place, the number of stockholders and of Shares that are still publicly owned may be so small that the Shares will no longer be listed on the NYSE or any other active public trading market. In addition, if the Merger does not take place or takes place after a “subsequent offering period” or a special meeting of Cox’s stockholders, then during the period following the purchase of Shares pursuant to the Offer and pending completion of the Merger, Cox would have additional indebtedness of between approximately $2.8 billion and $4.8 billion as a result of borrowings to purchase Shares tendered pursuant to the Offer, or total indebtedness of between approximately $9.1 billion and $11.1 billion during this period, based on Cox’s expectation that it would have $6.3 billion of total indebtedness as of December 31, 2004 in the absence of any purchase of Shares in the Offer. See “Special Factors — The Merger Agreement,” “The Tender Offer — Section 9. Source And Amount Of Funds” and “The Tender Offer — Section 10. Certain Effects Of The Offer On The Market For The Shares.”

What Is the Market Value of My Shares as of a Recent Date?

      On July 30, 2004, the last trading day before we announced the tender offer, the last sale price of the Shares reported on the NYSE was $27.58 per Share. On November 2, 2004, the last full trading day prior to the commencement of the tender offer, the last sale price of the Shares reported on the NYSE was $34.47 per Share. We advise you to obtain a recent quotation for the Shares in deciding whether to tender your Shares. See “The Tender Offer — Section 6. Price Range of Shares; Dividends.”

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Who Can I Call If I Have Questions About the Tender Offer?

      You can call D. F. King & Co., Inc. at 1-800-549-6697. D. F. King & Co., Inc. is acting as the information agent for our tender offer, and Citigroup Global Markets Inc. and Lehman Brothers Inc. are acting as the dealer managers for our tender offer. The telephone numbers of the dealer managers are set forth on the back cover of this Offer to Purchase.

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INTRODUCTION

      Cox Holdings, Inc., a Delaware corporation (“Holdings”), and Cox Communications, Inc., a Delaware corporation (“Cox” and together with Holdings, the “Purchasers”), hereby offer to purchase all the outstanding shares of Class A common stock, par value $1.00 per share, of Cox (the “Shares”) not otherwise owned by Cox DNS, Inc., a Delaware corporation (“DNS”), or Holdings, including all Shares issued upon the exercise of options, at $34.75 per Share, net to the seller in cash, without interest (the “Offer Price”), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended from time to time, constitute the “Offer”). Holdings and DNS are direct, wholly owned subsidiaries of Cox Enterprises, Inc., a Delaware corporation (“Enterprises”). As of the date hereof, Holdings owns 340,710,646 shares or 56% of Cox’s Class A common stock and 25,696,470 shares or 93% of Cox’s Class C common stock, and DNS owns 24,908,530 shares or 4% of Cox’s Class A common stock and 1,901,322 shares or 7% of Cox’s Class C common stock. Holdings and DNS collectively own approximately 60% of the outstanding Class A common stock and 100% of the Class C common stock of Cox, which together represent approximately 73% of the voting power thereof. You will not be obligated to pay brokerage fees or commissions, unless your Shares are held through a broker or other nominee who tenders your Shares on your behalf or, except as set forth in the Letter of Transmittal, transfer taxes on the purchase of Shares by the Purchasers pursuant to the Offer. Enterprises will pay all charges and expenses of Citigroup Global Markets Inc. (“Citigroup”) and Lehman Brothers Inc. (“Lehman Brothers”) who are acting as the dealer managers (together, the “Dealer Managers”), D.F. King & Co., Inc., as the information agent (the “Information Agent”), and Wachovia Bank, N.A., as the depositary (the “Depositary”), incurred in connection with the Offer.

      The special committee of independent directors (the “Special Committee”) of Cox’s Board of Directors (the “Cox Board”) (a) unanimously determined that each of the Offer and the Merger (as defined below) is fair to and in the best interests of Cox’s stockholders (other than Enterprises and its affiliates), (b) unanimously approved the Offer and the Merger, and (c) unanimously recommends that Cox’s stockholders accept the Offer and tender their Shares pursuant to the Offer.

      Goldman, Sachs & Co. (“Goldman Sachs”) delivered its opinion to the Special Committee that, as of October 19, 2004 and based upon and subject to the factors, limitations and assumptions set forth in the written opinion, the $34.75 per Share in cash to be received by holders of Shares (other than Enterprises and its affiliates) in the Offer and the Merger was fair from a financial point of view to such holders.

      The full text of the written opinion of Goldman Sachs, dated October 19, 2004, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached hereto as Annex I. Further discussion of the letter and the presentation by Goldman Sachs at the October 18, 2004 meeting of the Special Committee is contained in “Special Factors — Opinion of Financial Advisor.” Goldman Sachs provided its opinion for the information and assistance of the Special Committee in connection with its consideration of the transaction contemplated by the Merger Agreement (as defined below). The Goldman Sachs opinion is not a recommendation as to whether or not any holder of Shares should tender such Shares in connection with the Offer or how any holder of Shares should vote with respect to the Merger.

      Pursuant to an engagement letter between Cox and Goldman Sachs, Cox has agreed to pay Goldman Sachs certain fees for its services in connection with the transaction contemplated by the Merger Agreement, a portion of which is payable upon consummation of the Offer and the Merger.

      The Offer is subject to the non-waivable condition that there shall have been validly tendered and not withdrawn prior to the expiration date, Shares which constitute at least a majority of the outstanding Shares not beneficially owned by Enterprises, Holdings, DNS or their respective affiliates or the directors and executive officers of Cox immediately prior to the expiration of the Offer (the “Majority of the Minority Condition”). If the Majority of the Minority Condition is not satisfied, the Offer will be terminated, and all Shares previously tendered will be returned to tendering stockholders. If the Majority

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of the Minority Condition is satisfied and the Offer is consummated, Enterprises is obligated to cause the consummation of the Merger as soon as practicable thereafter and after satisfaction or waiver of the conditions to the Merger set forth in the Merger Agreement. The Purchasers estimate that, based on the number of outstanding Shares as of October 31, 2004, approximately 119,715,911 Shares not beneficially owned by Enterprises, Holdings, DNS or their respective affiliates or the directors and executive officers of Cox would have to be tendered in order to satisfy the Majority of the Minority Condition. The obligation of Holdings and Cox to purchase Shares in the Offer is also subject to the non-waivable condition that Cox shall have obtained funding under its new credit facilities contemplated by the commitment letter entered into by Enterprises and Citigroup, Lehman Brothers and JPMorgan Chase Bank, in connection with the Offer and the Merger (the “Cox Financing Condition”). The offer is subject to certain additional conditions. See “The Tender Offer — Section 12. Certain Conditions To The Offer.” The Purchasers reserve the right (subject to the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”)) to amend or waive any one or more of the terms and conditions of the Offer (except the Majority of the Minority Condition and the Cox Financing Condition) or to terminate this Offer at any time.

      The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 19, 2004 (the “Merger Agreement”), by and among Enterprises, Holdings, CEI-M Corporation, a Delaware corporation and a newly-formed, wholly owned subsidiary of Holdings (“CEI-M”), and Cox. Pursuant to the Merger Agreement, as soon as practicable after the completion of the Offer and satisfaction or waiver of the conditions to the Merger set forth in the Merger Agreement, Holdings and DNS will contribute all Cox common stock held by them to CEI-M. CEI-M will then merge with and into Cox (the “Merger”) in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL”). Following the Merger, Cox shall be the surviving corporation (the “Surviving Corporation”) and the separate existence of CEI-M shall cease. At the effective time of the Merger (the “Effective Time”), (i) each outstanding Share (except for Shares owned by Enterprises, Holdings or CEI-M, shares held in Cox’s treasury or by a wholly owned subsidiary of Cox and Shares held by stockholders who have properly exercised appraisal rights (the “Dissenting Shares”) under the DGCL) will be converted into and represent the right to receive the Offer Price (the “Merger Consideration”), and (ii) each share of CEI-M’s common stock issued and outstanding immediately prior to the Effective Time will be converted into one share of the common stock of the Surviving Corporation. See “Special Factors — The Merger Agreement” for a description of the Merger and the Merger Agreement.

      If Holdings and DNS own at least 90% of the outstanding Shares following the purchase of Shares pursuant to the Offer, the parties to the Merger Agreement have agreed to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction or waiver of the conditions to the Merger set forth in the Merger Agreement without a meeting or vote of Cox’s stockholders, in accordance with Section 253 of the DGCL (a “Short-Form Merger”). If following the purchase of the Shares pursuant to the Offer, Holdings and DNS own less than 90% of the outstanding Shares, the parties to the Merger Agreement have agreed to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction or waiver of the conditions to the Merger set forth in the Merger Agreement, in accordance with Section 251 of the DGCL. In furtherance thereof, Cox will call a special meeting of stockholders to effect the Merger, and Enterprises has agreed in the Merger Agreement that Enterprises will cause Holdings and DNS to vote all Cox common stock owned by them in favor of the approval and adoption of the Merger Agreement and the Merger, and thereby approve the Merger. See “Special Factors — The Merger Agreement.” If following the purchase of Shares pursuant to the Offer, Holdings and DNS own less than 90% of the outstanding Shares, Holdings and DNS might convert shares of Class C common stock into Class A common stock to the extent that, after giving effect to such conversion, Holdings and DNS would own in the aggregate the number of Shares necessary to effect a Short-Form Merger.

      This Offer is a simultaneous “joint tender offer” consisting of an offer by Holdings and an offer by Cox. Although technically two separate offers, they are being conducted for all practical purposes as a single offer. Legally, a “joint tender offer” may be interpreted to mean that each party to the Offer is

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jointly and severally liable to purchase all the shares that any one party has committed to purchase. Although we have characterized the Offer as a “joint tender offer,” or an offer made “jointly,” you should view the Offer as a combined offer. Under the terms of the Offer, neither Holdings nor Cox is required to purchase all of the Shares. Rather, if sufficient Shares are tendered in the Offer such that the tendered Shares, together with the Shares already owned by Holdings and DNS, would represent at least 90% of the outstanding Shares upon the expiration of the Offer, and the conditions to consummation of the Offer are either satisfied or waived, Holdings would purchase all Shares tendered in the Offer. However, if sufficient Shares are not tendered in the Offer such that the tendered Shares, together with the Shares already owned by Holdings and DNS, would represent at least 90% of the outstanding Shares upon the expiration of the Offer and the conditions to closing of the Offer are either satisfied or waived, Holdings would purchase, and Holdings would therefore only be liable with respect to, the first 43,165,467 Shares validly tendered and not withdrawn pursuant to this tender offer. Cox would then purchase, and Cox would therefore only be liable with respect to, any remaining Shares validly tendered and not withdrawn pursuant to this tender offer. Because both Holdings and Cox are offering to purchase Shares, Enterprises, Cox and Holdings have filed a joint Tender Offer Statement on Schedule TO (the “Schedule TO”) with the SEC.

      This Offer to Purchase and the documents incorporated herein by reference include forward-looking statements. These forward-looking statements include, among others, statements concerning Cox’s plans with respect to the acquisition of the Shares, outlook for the future and information about Cox’s strategic plans and objectives, expectations as to subscriber and revenue growth, anticipated rates of subscriber penetration, capital expenditures and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar projections, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from those in the forward-looking statements, and may be affected by known and unknown risks, uncertainties and other factors. Many of these risks and uncertainties have been discussed in Cox’s prior filings with the SEC. Factors to consider in connection with any of Cox’s forward-looking statements include, but are not limited to:

•  Cox’s ability to implement successfully Cox’s growth strategies and the level of success of Cox’s operating initiatives, including future expenditures on capital projects, terms and availability of funding, the actual level of revenue growth, adverse changes in the price of telephony interconnection or cable programming and disruptions in the supply of services and equipment. In addition, material changes in the cost of equipment or significant unanticipated capital expenditures could disrupt Cox’s business plan and adversely affect Cox’s business operations.

•  Trends in Cox’s businesses, particularly trends in the market for existing and new communications services and changes in Cox’s business strategy and development plans.

•  Cox’s ability to increase penetration in existing markets, as well as those Cox enters through acquisitions or other business combinations, including Cox’s ability to control costs and maintain high standards of customer service, the extent to which consumer demand for video, data and telephony services increases, subscriber availability, retention and growth, subscriber demand and competition.

•  Cox’s ability to generate sufficient cash flow to meet its debt service obligations and to finance ongoing operations. Cox operates with a significant level of indebtedness and if the Offer is completed, will operate with significantly higher levels of indebtedness. Cash generated from operating activities and borrowing has been sufficient to fund Cox’s debt service, working capital obligations and capital expenditure requirements. Cox believes that it will continue to generate cash and obtain financing sufficient to meet these requirements. However, if Cox were unable to meet these requirements, Cox would have to consider refinancing its indebtedness or obtaining new financing. Although in the past Cox has been able to refinance its indebtedness and obtain new financing, there can be no assurance that Cox will be able to do so in the future or that, if Cox were able to do so, the terms available would be acceptable to Cox. In addition, Cox must manage exposure to interest rate risk due to variable rate debt instruments.

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•  Competition from alternative methods of receiving and distributing signals and from other sources of news, information and entertainment, such as newspapers, movie theaters, online computer services and home video products. Because Cox’s franchises are generally non-exclusive, there is potential for competition from other operators of cable systems and other distribution systems capable of delivering programming to homes or businesses, including direct broadcast satellite systems and multichannel multipoint distribution services. In addition, Cox faces general competitive factors, such as the introduction of new technologies (such as Internet-based services), changes in prices or demand for Cox’s products as a result of competitive actions or economic factors and competitive pressures within the broadband communications industry.

•  Cox’s ability to obtain the necessary FCC, as well as state and local, authorizations for new services, and Cox’s response to adverse regulatory changes. The cable industry is subject to extensive regulation by federal, local and, in some instances, state governmental agencies. Advances in communications technology as well as changes in the marketplace and the regulatory and legislative environment are constantly occurring. As a result, it is not possible to predict the effect that ongoing developments might have on the broadband communications industry or on Cox’s operations.

•  Cox’s ability to limit the increases in its programming costs and maintain successful relationships with its programmers. In recent years the cable industry has experienced a rapid escalation in the cost of programming. Cox’s cable programming services are dependent upon its ability to procure programming that is attractive to Cox’s customers at reasonable rates. Programming costs may continue to escalate and Cox may not be able to pass programming cost increases on to its customers.

•  General economic, capital market and business conditions.

      Except as otherwise set forth herein, the information concerning Cox contained in this Offer to Purchase, including, without limitation, financial information, information about the deliberation of the Cox Board and the Special Committee in connection with the Offer and the Merger and the opinion of Goldman Sachs, the Special Committee’s financial advisor, has been furnished by Cox or has been taken from or based upon publicly available documents and records on file with the SEC and other public sources. Neither Enterprises nor Holdings assumes any responsibility for the accuracy or completeness of the information concerning Cox furnished by Cox or contained in such documents and records or for any failure by Cox to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Enterprises or Holdings. Except as otherwise set forth herein, the information concerning the financing to be obtained in connection with the Offer and the Merger and the information concerning Enterprises, Holdings, DNS and CEI-M contained in this Offer to Purchase, including, without limitation, information about deliberations of Enterprises’ Board of Directors and information about Enterprises’, Holdings’ or CEI-M’s plans or proposals with respect to Cox, has been furnished by Enterprises. Cox assumes no responsibility for the accuracy or completeness of the information concerning the financing or Enterprises, Holdings and DNS furnished by Enterprises or for any failure by Enterprises to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Cox.

      Stockholders are urged to read this Offer to Purchase and the related Letter of Transmittal carefully before deciding whether to tender their Shares.

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SPECIAL FACTORS

Background of this Offer.

      Prior to 1995, Cox was a wholly owned, privately held division of Enterprises operating cable television systems serving customers in several states. On February 1, 1995, Cox merged with The Times Mirror Company (“Times Mirror”) with the intent and effect of Cox acquiring Times Mirror’s cable television systems. As a result of this merger, each share of Times Mirror common stock was converted into one share of New TMC Inc. common stock and 0.615289 of a share of Cox Class A common stock. The shares of Cox’s Class A common stock issued in the Timer Mirror merger were listed for trading on the NYSE, and Cox became a publicly traded company.

      Since the initial public offering of Cox Class A common stock in 1995, a number of circumstances discussed further under “Special Factors — Purpose And Structure Of The Offer And The Merger; Reasons Of Enterprises For The Offer And The Merger” have occurred that have prompted Enterprises to embark on this transaction.

      In late spring 2004, executives of Enterprises began to believe that increasing Enterprises’ stake in Cox might be Enterprises’ most attractive investment opportunity and that the current environment of the capital markets made such an investment more feasible. At the same time, executives of Cox had been considering the repurchase of publicly held Shares as an investment alternative. On June 25, 2004, James C. Kennedy, Enterprises’ Chairman of the Board and Chief Executive Officer and Cox’s Chairman of the Board, Robert C. O’Leary, Enterprises’ Executive Vice President and Chief Financial Officer and a Cox Board member, James O. Robbins, President and Chief Executive Officer of Cox and a Cox Board member, Jimmy W. Hayes, Cox’s Executive Vice President, Finance and Chief Financial Officer, and Robert Redella, Vice President, Mergers and Acquisitions at Cox, and James A. Hatcher, Senior Vice President, Legal and Regulatory Affairs at Cox, met to discuss certain investment opportunities available to Cox. At this meeting Mr. Redella presented a number of alternatives, including the potential repurchase by Cox of some or all of Cox’s publicly held Class A common stock.

      On June 28, 2004, Mr. Kennedy, Mr. O’Leary, Richard J. Jacobson, Enterprises’ Treasurer, Andrew Merdek, Enterprises’ Vice President, Legal Affairs, Corporate Secretary and General Counsel, Mr. Robbins, Mr. Hayes, Mr. Redella, Mr. Hatcher and certain other members of the Cox finance group met with an attorney from Dow, Lohnes & Albertson, PLLC, legal counsel to Enterprises (“Dow Lohnes”). At this meeting, Dow Lohnes presented a number of legal considerations with respect to analyzing a proposal to purchase some or all of Cox’s publicly held stock.

      On June 29, 2004, Citigroup and Lehman Brothers each met with Mr. O’Leary, Mr. Jacobson, David Head, Controller of Enterprises, Scott Whiteside, then Vice President of Business Development of Enterprises, and Andrew Drake, Director of Business Development of Enterprises, and discussed previously provided materials analyzing a potential going private transaction involving Cox. The preliminary financial analyses included in certain of these materials were refined in subsequent presentations described below under “—Summary of Financial Analyses of Citigroup and Lehman Brothers.”

      On June 30, 2004, Mr. Kennedy met with G. Dennis Berry, Enterprises’ President and Chief Operating Officer and a Cox Board member, Mr. O’Leary, Mr. Jacobson, Mr. Merdek, Mr. Whiteside, Mr. Drake and Mr. Head at which meeting Messrs. Kennedy and O’Leary decided to explore in more detail a transaction to purchase all of the outstanding publicly held stock of Cox.

      On July 9, 2004, Mr. Jacobson, Mr. Whiteside, Mr. Head and Mr. Drake and certain attorneys from Dow Lohnes met with certain representatives of Citigroup and Lehman Brothers to discuss the structure and financing of a potential going private transaction involving Cox, including a tender offer for all of the outstanding publicly held stock of Cox.

      On July 22, 2004, Mr. Berry, Mr. O’Leary, Mr. Jacobson, Mr. Head, Robert Jimenez, Director of Corporate Communications, Mr. Drake, Mr. Whiteside, Mr. Merdek, certain members of Enterprises’ legal department and certain attorneys from Dow Lohnes met with certain representatives of Citigroup and

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Lehman Brothers to discuss further the structure and financing of a tender offer or merger which would have the effect of taking Cox private. Citigroup and Lehman Brothers presented written materials to Enterprises at this meeting, which included information covering, among other things, these topics and preliminary financial analyses. These preliminary financial analyses were refined in subsequent presentations described below under “—Summary of Financial Analyses of Citigroup and Lehman Brothers.”

      On July 27, 2004, Mr. O’Leary presented senior management’s findings and certain considerations with respect to a potential tender offer for the publicly held stock of, or merger with, Cox to the Board of Directors of Enterprises.

      On July 30, 2004, Citigroup and Lehman Brothers sent preliminary discussion materials to certain members of management of Enterprises. The discussion materials included, among other information, a preliminary analysis of summary valuation ranges. This presentation is described below under “—Summary of Financial Analyses of Citigroup and Lehman Brothers.”

      On Sunday, August 1, 2004, the Enterprises Board met by conference call to consider making an offer to purchase all of the Shares not beneficially owned by Enterprises. After considering the implications of the proposed transaction, the Enterprises Board unanimously approved the offer at a price of $32 per Share. Enterprises also formally engaged Citigroup and Lehman Brothers as their financial advisors for the proposed transaction on August 1. Later that day, Enterprises sent a letter to the members of the Cox Board offering to acquire the Shares it did not already beneficially own at $32 per share in cash pursuant to a negotiated transaction, including a tender offer. The letter also stated Enterprises’ expectation that a special committee of independent Cox directors would be formed to respond to its proposal.

      Mr. Kennedy telephoned each of the Cox Board members who was not also an Enterprises executive officer and advised them of the contents of the letter. He also stated his expectation that Janet Clarke, Rodney Schrock and Andrew Young would constitute the Special Committee of the Cox Board empowered to consider and respond to the Enterprises proposal because they were the only directors of Cox who were neither members of management nor affiliated with Enterprises.

      On Monday, August 2, 2004, Enterprises issued a press release announcing its proposal to acquire Shares held by the public at $32 per Share in cash. On this day, Enterprises filed an amendment to its Schedule 13D with the SEC. This amendment included the letter to the Cox Board, the press release and a copy of a commitment letter providing for financing for the proposed transaction.

      From August 2 through August 5, the members of the Special Committee held a number of telephonic meetings relating to organizational matters and creating a process to review the Enterprises proposal, with the assistance of independent legal and financial advisors.

      After reviewing written materials provided by numerous law firms and conducting interviews and follow-up conversations with seven law firms, on August 5, the Special Committee unanimously voted to retain Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”) as its legal counsel. Among the reasons for this selection were Fried Frank’s reputation, its experience in mergers and acquisitions transactions, its experience in representing other special committees, and the absence of any previous relationship with Enterprises, Cox or any of their affiliates.

      On August 6, the Special Committee met telephonically with Fried Frank. The Special Committee members and Fried Frank discussed the fiduciary responsibilities of the Special Committee members and the draft resolutions relating to the creation and authority of the Special Committee, which resolutions had been provided to the Committee and Fried Frank earlier in the week. The Special Committee unanimously voted to retain the law firm of Morris, Nichols, Arsht & Tunnel to act as its Delaware counsel. The Special Committee also discussed the process for selecting its financial advisors, including a review for potential conflicts of interests, and elected Ms. Clarke Chair of the Special Committee.

      From August 6 through August 10, members of the Special Committee reviewed written materials provided to them by numerous investment banking firms. At the request of the Special Committee,

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Enterprises and Cox provided information regarding all investment banking and financial advisory firms with which they or their affiliates had relationships in the past.

      On August 10, the Special Committee met in person with Fried Frank. The Special Committee members and Fried Frank discussed the fiduciary duties of members of the Special Committee and the legal considerations relevant to the evaluation by the Special Committee of the Enterprises proposal. The business combination provision of Cox’s certificate of incorporation and the merger provisions of the DGCL were reviewed. The Special Committee discussed draft resolutions creating the Special Committee and Fried Frank was instructed to negotiate certain changes to the draft. At this meeting, the Special Committee discussed investment banking firms they had identified on a preliminary basis as possible candidates for interviews based upon their reputation, experience in the cable and telecom industries, absence of significant business relationships with Cox, Enterprises, the Cox family or any of their affiliates, and mergers and acquisitions and special committee experience.

      At this meeting, each member of the Special Committee reviewed any relationships between the Special Committee member, his or her relatives, employers, or any business, charitable, educational or other institutions with which the Special Committee member or the member’s family has a relationship, on the one hand, and Cox, Enterprises, any affiliates of Enterprises or any members of the Cox family, on the other hand, in order to avoid even the appearance of a potential conflict of interest in evaluating the Enterprises proposal. The Special Committee concluded that none of its members had a conflict of interest in considering the Enterprises proposal.

      On August 11 and August 12, one or more members of the Special Committee met with representatives of ten investment banking firms. These firms discussed their perspectives on the cable industry, their initial view of the process of evaluating the Enterprises proposal, the types of valuation methodologies they expected to employ in analyzing the Enterprises proposal, and information about their firms.

      On August 13, the Special Committee unanimously decided to retain Goldman Sachs, subject to reaching agreement on the terms of the engagement. (Before selecting Goldman Sachs, the Special Committee was advised by Mr. Schrock that an affiliate of Goldman Sachs was one of the investors in Panasas, Inc., a company in which Mr. Schrock had an economic interest and for which he had served as President and Chief Executive Officer. The Special Committee did not believe this relationship created any basis for concern.)

      At a telephonic meeting held on August 16, the Special Committee unanimously approved the letter providing for the engagement of Goldman Sachs as the Special Committee’s exclusive financial advisor. As part of its deliberations, the Special Committee reviewed the structure of fees payable to Goldman Sachs, including the Special Committee’s preference for a fee which included an incentive for Goldman Sachs to negotiate the highest possible price. In particular, the Special Committee concluded that the fixed portion of the fee, $6.39 million, was substantial enough to ensure that its financial advisor should not be motivated by the incentive fee to advise in favor of a proposed transaction which was not in the best interests of the public stockholders. The incentive fee, an additional fee equal to .2% of the aggregate value to be paid to public stockholders above the $32.67 closing price of the Shares on August 13, was intended to help ensure that, if the Special Committee decided to negotiate with Enterprises, the negotiations would result in the maximum price for stockholders. The Special Committee would then evaluate whether to accept or reject this price.

      Following discussions between Fried Frank and Dow Lohnes from August 6 through August 16, the terms of the resolutions creating the Special Committee were agreed upon. The resolutions included a resolution that the Cox Board would not authorize or recommend any transaction involving Enterprises without the prior favorable recommendation of the Special Committee. After concluding that these resolutions permitted it to fulfill its fiduciary duties in evaluating and responding to the Enterprises proposal on behalf of the public stockholders, the Special Committee unanimously approved these resolutions at a telephonic meeting held on August 17.

      In addition to creating and empowering the Special Committee, these resolutions provided for the compensation of the members of the Special Committee. Ms. Clarke and Mr. Schrock each have received

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a one-time fee of $150,000. Mr. Young did not receive this fee. (Cox has indicated its intention to make a charitable contribution of $150,000 by the end of 2004 to a charity recommended by Mr. Young. Although this is Cox’s present intention, the determination whether to make a donation, and if a donation is made, the amount, timing and the charity to receive the donation, is in the sole discretion of Cox.) Additionally, each member of the Special Committee receives a fee of $2,000 for each Committee meeting held in person and $1,000 for each telephonic meeting at which the Special Committee passes a resolution or otherwise takes formal action.

      Late in the evening on August 17, the Special Committee issued a press release announcing its formation and its retention of financial and legal advisors.

      The Special Committee held a meeting with Goldman Sachs and Fried Frank on August 18. Goldman Sachs discussed its proposed due diligence review of Cox and recent trading activity in the Shares. The Special Committee discussed an appropriate process for the Special Committee to follow.

      At this meeting, the Special Committee decided to accept the invitation in the August 1 letter from Enterprises for a meeting at which Enterprises could present its proposal to the Special Committee. This meeting was scheduled for August 25.

      A telephonic meeting of the Special Committee was held on August 20. Goldman Sachs reported on the status of its review of information relating to Cox and its schedule for meeting with Cox management.

      Following a preparatory meeting of the Special Committee on the morning of August 25, the Special Committee and its financial and legal advisors met with Enterprises and its financial and legal advisors. Mr. Kennedy stated that Enterprises believed that realization of the benefits of Cox’s business plan required a time horizon which the public trading markets, with their focus on quarterly performance, did not have. He further stated his belief that the per Share price of $32 proposed by Enterprises was a full and fair price.

      Representatives of Citigroup and Lehman Brothers reviewed a written presentation setting forth the reasons why Enterprises believed its proposal was financially attractive to Cox’s public stockholders, carried limited risk, and was generous given valuation trends in the cable industry and the overall market.

      In support of the view that the proposal was in the best interests of public stockholders, the presentation noted that the negative stock market sentiment towards cable stocks was unlikely to be reversed and that market and research analysts continued to re-rate cable stocks downward. The presentation stated that the Enterprises proposal created value for Cox’s public stockholders which would be difficult to realize if Cox remained public because the public market emphasis on short term results impeded long term focus. The presentation repeated that Enterprises was not willing to sell its interest in Cox or allow Cox to be sold to a third party.

      The presentation noted that the $32 per Share proposal was a 16% premium to the $27.58 closing price on the last trading day before public announcement of the Enterprises proposal, implied a per subscriber value of $3,896, represented a multiple of 9.9 times estimated 2004 EBITDA and a 34% premium to the average enterprise value and subscriber multiple of cable peers. The presentation reviewed in detail competitive challenges confronting the cable industry and Cox. The financial analyses performed in this presentation are described below under “— Summary of Financial Analyses of Citigroup and Lehman Brothers.”

      Mr. Kennedy assured the Special Committee that, if Enterprises completed its proposed acquisition of all of Cox, Enterprises had no plans to pursue meaningful acquisitions or asset dispositions and had not had any discussions with any investors regarding any post-transaction investments in Cox.

      After the meeting with Enterprises, the Special Committee met with its legal and financial advisors. Goldman Sachs reviewed trading and ownership information regarding the Shares, “sellside” research valuation reports regarding Cox, and a comparison of information regarding Cox’s subscribers, subscriber growth and penetration rates, revenues per subscriber and revenue growth rates, and EBITDA and capital expenditure information to similar information for Comcast, TimeWarner Cable, Cablevision, Adelphia

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and Charter. The representatives of Goldman Sachs also compared Cox’s past long range plans to sellside research estimates and provided a preliminary analysis of Cox’s debt capacity. Legal counsel reviewed the draft merger agreement provided by counsel to Enterprises earlier in the week and possible responses to be made at an appropriate time.

      On August 27, the Special Committee held a telephonic meeting with its financial and legal advisors. Representatives of Goldman Sachs reported on a meeting they had attended between Cox and a debt-rating agency. Goldman Sachs reported on conversations it had with Cox’s management on the status of Cox’s revised long range plan and the Special Committee and its advisors discussed the relevance of this plan to the Special Committee’s evaluation of the Enterprises proposal. The Special Committee also agreed to hear the views of a large stockholder which had written to the Special Committee of its views that the Enterprises proposal undervalued Cox. (The Special Committee met telephonically with this investor on August 31.)

      The Special Committee met telephonically on September 1 and September 9 and received reports on the status of the due diligence efforts of Goldman Sachs. Goldman Sachs received Cox’s revised long-range plan on September 8.

      Another large stockholder of Cox expressed its views that the $32 per Share Enterprises proposal did not adequately reflect Cox’s value in a telephonic meeting with the Special Committee on September 13.

      On September 15, the Special Committee met with its financial and legal advisors. Representatives of Goldman Sachs reviewed preliminary analyses of Cox using a number of valuation methodologies. The Special Committee was advised that these analyses were subject to revision because Goldman Sachs had not yet completed its due diligence review of Cox.

      At this meeting, Goldman Sachs also brought to the Committee’s attention that it had made a presentation as part of a marketing effort to certain senior executives of Cox on May 24, 2004 and to Enterprises’ Treasurer on June 9, 2004. Goldman Sachs had not performed any due diligence with respect to Cox at the time of the presentation and the presentation did not contain any valuation analyses. The purpose of the presentation was only to preview a series of hypothetical investment alternatives for Cox, including whether repurchases of up to all publicly held Shares at hypothetical prices substantially in excess of $34.75 were affordable to Enterprises. The presentation made various hypothetical assumptions, for purposes of illustration, about the cost and availability of debt financing to Cox, the growth rate of EBITDA and Cox’s ability to meet the fall 2003 long range plan. The information upon which this hypothetical review was based had changed substantially as a result of the revision of Cox’s 2003 long range plan which was revised and replaced in its entirety by the revised long range plan.

      At this September 15 meeting, the Special Committee authorized its legal counsel to communicate to legal counsel for Enterprises that it expected that Goldman Sachs would be in a position to meet with Citigroup and Lehman Brothers during the week of September 27.

      Late in the afternoon on September 17, the Special Committee received a letter from Mr. O’Leary which expressed the view that Cox’s revised long range plan underestimated competition and risks in achieving the plan and, therefore, overstated future cash flows. The letter also pointed out that a majority of research analysts following Cox had financial projections meaningfully lower than those in the Cox plan. The letter concluded by stating the $32 per Share offer provided full and fair value to public stockholders in light of these considerations.

      Following meetings on September 17 and September 18, the Special Committee approved a written response to Mr. O’Leary which stated that the Special Committee was relying on the long range plan. The response requested that Enterprises’ views not be communicated to management of Cox in order to ensure that management’s ongoing assessment of the plan remain unaffected by these views.

      On September 21, the Special Committee and representatives of Fried Frank met telephonically and prepared for an in-person meeting scheduled for September 23.

      On September 23, the Special Committee met with representatives of Goldman Sachs and Fried Frank in order to formulate an initial response to the Enterprises proposal. At this meeting, Goldman

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Sachs reviewed revised preliminary financial analyses of Cox and a draft document to be presented to Citigroup and Lehman Brothers at a meeting to be scheduled for the week of September 27. This draft document was prepared for purposes of initiating negotiations with Enterprises and its advisors. As a negotiating tactic, the Special Committee felt it was important to highlight positive factors influencing the valuation of Cox. As such, this draft document was intended to indicate an aggressive view of value in response to the Enterprises proposal of $32 per Share. After discussion, it was agreed that this draft negotiating presentation would be revised and again reviewed by the Special Committee.

      At this meeting, the Special Committee again discussed with Fried Frank issues raised by the draft merger agreement provided by counsel to Enterprises and possible responses.

      On the evening of September 26, the Special Committee met telephonically with representatives of Goldman Sachs and Fried Frank and discussed and approved a revised presentation to Citigroup and Lehman Brothers.

      On September 28, representatives of Goldman Sachs met with representatives of Lehman Brothers and Citigroup. Goldman Sachs presented the written presentation previously authorized by the Special Committee.

      This presentation, which was prepared only for the purposes of negotiation, reviewed Cox’s leadership position in the cable industry and set out reasons why Cox could be expected to outperform other cable companies. Among the reasons cited were the strength of its integrated communications provider business model as supported by a strong management team, a leading brand, a leading bundling strategy, and strong customer support; strong operating assets with a concentration of almost 80% of subscribers in 12 clusters, an integrated billing system and high quality infrastructure; and expected strong financial performance, including substantial increases in cash flow. The benefits realized by the bundling of video, high speed data and telephony as well as expected benefits from enhanced entertainment services, such as entertainment on demand, DVR and HDTV, also were addressed. The presentation compared Cox’s revenue growth, sources of revenue, basic penetration rates, revenue per subscriber, cable EBITDA margins, EBITDA growth rates, and EBITDA per basic subscriber to peer companies in the cable industry. Discovery and Cox’s business services unit (commercial telephony and data) also were reviewed.

      The presentation compared revenue and EBITDA estimates for 2005 and 2006 contained in Cox’s revised long range plan with those set out in research reports. Potential upside from more aggressive introduction of digital video recording and entertainment on demand services, accelerated transition from narrowband to broadband, and introduction of VOIP to new markets also was noted.

      The presentation also reviewed the historical relationship between cable valuations and the S&P Industrials Index and the historical relationship between the trading values for the Shares and the trading value of Comcast common stock. The presentation also included future stock price and discounted cash flow analyses and a public trading analysis comparing the implied cable enterprise value of Cox with that of certain other cable companies.

      The presentation concluded by stating the Special Committee’s view that there was substantial support for the Special Committee’s belief that the value of the Shares was not reflected in Enterprises’ $32 per Share proposal. The representatives of Goldman Sachs then communicated, on behalf of the Special Committee, the Special Committee’s desire for Enterprises to significantly increase its $32 per Share offer.

      Legal counsel to the Special Committee telephoned legal counsel to Enterprises following the meeting of financial advisors on September 28. Fried Frank advised Dow Lohnes that the Special Committee would not authorize the discussion of detailed comments on the draft merger agreement previously provided by Enterprises’ counsel until Goldman Sachs was able to report meaningful progress in its discussions on value with Enterprises’ financial advisors. However, Fried Frank discussed with Dow Lohnes the structure of Enterprises’ proposal, the Special Committee’s view of the desirability of a non-waivable majority of minority condition and certain other limited matters.

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      Early in the evening of September 28, the Special Committee held a telephonic meeting to receive reports from its financial and legal advisors. Goldman Sachs reported that its meeting with Citigroup and Lehman Brothers concluded with those advisors expressing concern that there did not seem to be any overlap between the views of value held by the Special Committee and Enterprises.

      On September 29, an attorney from Dow Lohnes telephoned Fried Frank to express Enterprises’ concerns about the values indicated by the September 28 Goldman Sachs presentation and Enterprises’ different views about Cox’s prospects. Another meeting between the financial advisors to the Special Committee and Enterprises was suggested. The Special Committee received a report on this telephone conversation in a telephonic meeting that evening.

      On October 1, the Special Committee received a letter, dated September 30, from Mr. O’Leary. This letter expressed Enterprises’ desire for a prompt decision on its proposal by the Special Committee, a desire to work collaboratively with the Special Committee, and a concern that the values indicated to Enterprises by the Special Committee’s advisors did not reflect the intensifying competitive environment and risks in achieving Cox’s long range plan. The letter suggested another meeting between the financial advisors for the Special Committee and Enterprises.

      From October 1 through October 3, in formal meetings and in telephone conversations with each other and the Special Committee’s financial and legal advisors, the Special Committee reviewed the issues raised by Mr. O’Leary concerning the valuation methodologies employed by Goldman Sachs, decided that a written response to Mr. O’Leary’s letter was appropriate, and agreed upon the response.

      On October 4, the Special Committee sent a letter to Mr. Kennedy. The letter stated that the Special Committee was unanimous in its view that $32 per Share was not an acceptable price for public stockholders. The Special Committee also stated that it was committed to a process to determine whether an agreement could be reached with Enterprises which treated public stockholders fairly and that differing views about competition were being considered as part of the Special Committee’s work. The letter agreed that a meeting of the financial advisors should occur.

      The Cox Board held a regularly scheduled meeting on October 6. Enterprises’ proposal was not addressed at this meeting. Management of Cox reported on operating and financial results, its expectations for the remainder of the year, and the impact of major hurricanes in Florida on Cox’s business. Management also reported on the effect of regional bell operating company competition on high-speed Internet subscriber growth and that it expected to lower its guidance for basic subscriber growth at the time it publicly announced third quarter financial results.

      Following the Cox Board meeting, the Special Committee held a telephonic meeting with its financial and legal advisors to discuss a meeting between Goldman Sachs and Citigroup and Lehman Brothers scheduled for October 7. In response to a request from Enterprises’ counsel earlier in the day for a comprehensive discussion of the draft merger agreement, the Special Committee reaffirmed its position that no further comments on the draft be made until after progress had been made in the discussions between financial advisors.

      Goldman Sachs met with Citigroup and Lehman Brothers on October 7. Citigroup and Lehman Brothers delivered a written presentation. The presentation by Citigroup and Lehman Brothers highlighted the reasons why Enterprises both disagreed with the valuations included in the September 28 Goldman Sachs presentation and considered Cox’s revised long range plan to be overly aggressive in light of intensifying competition. It noted that the revised long term plan had not been reviewed in the normal budgeting process or approved by the Cox Board. The sensitivity of values indicated by the plan to variations in pricing, penetration, margin expansion, and the adoption of new services was reviewed. In that regard, it was noted that approximately 80% of the value of Cox indicated by a discounted cash flow analysis was attributable to “terminal values” based on performance in 2009 and that this performance was subject to great uncertainty in light of the competitive environment and the difficulty of estimating performance five years in the future. The presentation also noted the following: that Cox’s new businesses were substantially more risky than its existing core cable operations; that Discovery and Cox Business

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Services were overvalued; that the public market is highly efficient and in possession of relevant business information and is a critical benchmark; and that institutional shareholders had been net sellers of Cox following Enterprises’ offer. The presentation concluded by stating that Enterprises’ $32 offer reflected an attractive premium.

      After further discussion of their differing perspectives on the cable industry and Cox, Enterprises’ financial advisors stated that they were not authorized to negotiate price.

      In the early evening of October 7, Goldman Sachs reported on its meeting with Enterprises’ financial advisors during a telephonic meeting of the Special Committee. The members of the Special Committee reaffirmed their view that $32 per Share did not adequately reflect the value of Cox.

      On October 11, representatives of Citigroup and Lehman Brothers telephoned a representative of Goldman Sachs and indicated that Enterprises was prepared to increase its offer to $33.50 per Share if this would result in agreement on price and prompt resolution of all issues on the merger agreement in a manner acceptable to Enterprises. The possible increase to $33.50 per Share was characterized as Enterprises’ highest and final offer. Citigroup and Lehman Brothers also explained the basis for Enterprises’ belief that $33.50 per Share was a full and fair price, including the view that this price represented a per subscriber valuation of $4,000. The representative of Goldman Sachs stated that the willingness of Enterprises to increase its offer to $33.50 would be communicated to the Special Committee, but that a $33.50 price was likely to be unacceptable to the Special Committee.

      The Special Committee met telephonically early in the evening on October 11 and received the information communicated earlier in the day to Goldman Sachs by Citigroup and Lehman Brothers. The Special Committee concluded that a price of $33.50 did not adequately reflect the value of the Shares and scheduled a meeting for the following day to discuss an appropriate response to Enterprises.

      During an October 12 telephonic meeting, the Special Committee discussed with its financial and legal advisors possible responses to Enterprises’ indication that it was willing to increase its offer to $33.50 per Share. The Special Committee concluded that the appropriate negotiating tactics were for Goldman Sachs to inform Citigroup and Lehman Brothers that (i) if $33.50 were Enterprises’ final price, the Special Committee would reject this price and (ii) if the suggestion of a $33.50 price was intended to lead to agreement on a price per Share of $35.00, the Special Committee would reject that price as well. Instead, Goldman Sachs was instructed to communicate that the Special Committee would accept a price of $37 per Share. The Special Committee also agreed that Ms. Clarke, as Chair of the Special Committee, should communicate the same message to Enterprises following Goldman Sachs’ discussion with Enterprises’ financial advisors.

      Goldman Sachs advised Citigroup and Lehman Brothers of the position of the Special Committee during the evening of October 12.

      On October 13, the Special Committee met telephonically without its advisors and reviewed the status of the process with Enterprises.

      On October 13, Mr. Kennedy telephoned Ms. Clarke. He expressed his view that $33.50 per Share was a full and fair price and his concern that no agreement between Enterprises and the Special Committee on price seemed likely. Mr. Kennedy stated that it was in the interests of all parties to determine quickly whether or not there would be a transaction. He suggested an in-person meeting of principals. Mr. Kennedy indicated that Enterprises was prepared to withdraw its proposal if this meeting did not result in an agreement on price. Mr. Kennedy and Ms. Clarke agreed to work out arrangements for a meeting to be held as soon as practicable.

      Ms. Clarke reported on her conversation with Mr. Kennedy to the members of the Special Committee and its financial and legal advisors on October 13.

      The members of the Special Committee agreed that the meeting with Enterprises should be set for October 15.

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      On October 14, the Special Committee met telephonically with its advisors in order to prepare for the meeting the next day with Enterprises. Among the matters discussed was the possibility of Enterprises withdrawing its proposal after the meeting. The Special Committee concluded that this possibility was not a justification for accepting a price which was not fair to public stockholders.

      Mr. Kennedy and Mr. O’Leary met with the three members of the Special Committee early in the afternoon of October 15. None of their advisors were present. At this meeting, Mr. Kennedy reaffirmed that $33.50 per Share was Enterprises’ highest possible price. Each member of the Special Committee expressed his or her view of the value of Cox. The Special Committee indicated that per share values in the high $30’s were supportable. Mr. Kennedy disagreed. After discussion Mr. Kennedy indicated Enterprises might be willing to increase its offer to $34 per Share and, after further discussion, to $34.50 per Share. The Special Committee stated that it had previously indicated that a $35 per Share price would not be acceptable. Mr. Kennedy stated $34.50 was Enterprises’ highest price and that Enterprises would withdraw its proposal if this price were not acceptable to the Special Committee. The meeting recessed. During the recess, the Special Committee met with its advisors. When the meeting with Mr. Kennedy reconvened, Ms. Clarke stated to Mr. Kennedy that a price of $35.25 per Share was the lowest price the Special Committee would recommend. Mr. Kennedy stated that if a price of $35.25 was the lowest price possible, Enterprises would withdraw its proposal. The meeting ended without agreement.

      The Special Committee again held discussions with its advisors. After those discussions and after taking into account the issues discussed at the previous meeting, including the Committee’s belief that completing a transaction at a fair price was in the best interests of the public stockholders, the Special Committee authorized Ms. Clarke to negotiate on behalf of the Special Committee the best price obtainable from Enterprises, subject to the Special Committee consulting with Goldman Sachs as to the fairness of this price from a financial point of view, having a majority of public stockholders support the transaction, negotiation of a satisfactory merger agreement, and settling the existing litigations relating to the Enterprises proposal. Ms. Clarke then learned that Mr. Kennedy had returned to his office and she arranged to meet with him there. At this meeting, in furtherance of the objective of obtaining the highest possible price for the public stockholders, Ms. Clarke stated to Mr. Kennedy that the Committee would not support a price lower than $35 per Share. Mr. Kennedy again stated that he was not willing to increase the Enterprises offer above $34.50 per Share and was prepared to immediately withdraw the Enterprises proposal. After further discussion, Mr. Kennedy increased the price to $34.75 and stated that this was the final and best offer. Ms. Clarke indicated, on behalf of the Special Committee, that the Special Committee would unanimously accept that price, subject to consulting with Goldman Sachs as to the fairness of that price from a financial point of view, the agreement of Enterprises to require that a majority of the public stockholders support the tender offer as a condition to completing the transaction and the other conditions the Committee had discussed. She also stated that the existing litigation brought on behalf of stockholders should be settled as part of a final agreement on a transaction in order to avoid potential disruption of the transaction and distraction to Cox and its management. Mr. Kennedy asked Enterprises’ legal advisor to join the meeting for the purpose of reviewing the conditions listed by Ms. Clarke. After consulting with Enterprises’ legal advisor, Mr. Kennedy accepted these conditions. Mr. Kennedy and Ms. Clarke agreed that Enterprises, the Special Committee and their respective legal counsel should negotiate the terms of the merger agreement.

      From October 16 through the morning of October 19, the terms of the Merger Agreement were negotiated, the terms of the settlements of the pending litigation brought on behalf of the public stockholders were reached, and the revised commitment letter was finalized.

      On October 18, the Special Committee met with its legal and financial advisors. At this meeting, Goldman Sachs delivered the presentation described under “Opinion of Financial Advisor.” Fried Frank reviewed the terms of the merger agreement, the negotiation of which had been substantially completed. The Special Committee then unanimously determined that the Offer, the Merger and the Merger Agreement are advisable, fair to and in the best interests of Cox and its stockholders (other than Enterprises and its affiliates).

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      Following the meeting of the Special Committee, the Cox Board met. The Special Committee reported its recommendation that the Cox Board approve and declare advisable the Offer, the Merger and the Merger Agreement. Based upon the recommendation of the Special Committee, the Cox Board approved the Offer, the Merger and the Merger Agreement and resolved to recommend that stockholders accept the Offer, tender their Shares in the Offer and approve and adopt the Merger Agreement if it is submitted for their approval.

      At a special meeting of the Enterprises Board of Directors on October 18, the Enterprises Board reviewed the terms and conditions of the proposed Merger Agreement, which had been substantially negotiated, and the Enterprises Board unanimously approved the Merger Agreement and the revised financing commitment letter.

      On October 19, Enterprises and Cox issued a joint press release announcing the Offer, the Merger, and the Merger Agreement.

Recommendation of the Special Committee; Fairness of the Offer and the Merger.

The Special Committee

      The Cox Board created the Special Committee because the designees of Enterprises to the Cox Board have a conflict of interest in evaluating Enterprises’ proposal on behalf of the stockholders of Cox (other than Enterprises and its subsidiaries). This conflict of interest exists because Enterprises is seeking to acquire Shares from these stockholders and the board of directors of Enterprises’ designees on the Cox Board could be viewed as representing both the potential purchaser (whose interest is in buying at the lowest possible price) and the seller, the public stockholders (whose interest is to receive the highest value for their Shares, whether through a sale or by maintaining Cox as a publicly traded entity). In addition, those members of the management of Cox who serve on the Cox Board also could be viewed as having a conflict of interest because of Enterprises’ position as controlling stockholder of Cox. Therefore, the Special Committee is comprised of the three members of the Cox Board who are neither designees of Enterprises nor employees of Cox.

      The members of the Special Committee are:

      Janet M. Clarke. Ms. Clarke has served as a director of Cox since March 1995. Ms. Clarke is president of Clarke Littlefield LLC, a marketing technologies consulting firm. Previously, she served as Chief Marketing Officer of DealerTrack, Inc., an automotive finance technology firm, where she was employed beginning September, 2002. Prior to that, she served as Executive Vice President of Young & Rubicam, Inc. and Chairman and Chief Executive Officer, KnowledgeBase Marketing, Inc., a subsidiary of Young & Rubicam, from 2000 to 2001. Previously, she served as the Managing Director — Global Database Marketing of Citibank. Prior to joining Citibank in 1997, Ms. Clarke was Senior Vice President of Information Technology Sector of R.R. Donnelley & Sons Company, which she joined in 1978. Ms. Clarke is a director of ExpressJet Holdings Inc., eFunds Corporation and Forbes.com Inc. She is also a Charter Trustee of Princeton University. Ms. Clarke earned a B.A. from Princeton University and completed the Advanced Management Program at the Harvard Business School.

      Rodney W. Schrock. Mr. Schrock has served as a director of Cox since July 2000. Mr. Schrock served as President and Chief Executive officer of Panasas, Inc., a storage technology company, from February 2001 until December 2003. Previously, he served as President and Chief Executive Officer of AltaVista Company from January 1999 until October 2000. Prior to that, he served as Senior Vice President and Group General Manager of Compaq Computer Corporation’s Consumer Products Group beginning in 1995, and in other management and executive positions with Compaq beginning in 1987. Mr. Schrock earned a B.S. degree in industrial management from Purdue University and an M.B.A. from Harvard University.

      Andrew J. Young. Mr. Young has served as a director of Cox since March 1995. Mr. Young has served as Chairman of GoodWorks International L.L.C. since 1998, and was Co-Chairman from January 1997 until 1998. He was Vice Chairman of Law Companies Group, Inc. an engineering and environmental

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consulting company, from February 1993 to 1997, and was Chairman of one of its subsidiaries, Law International, Inc., from 1989 to February 1993. From 1981 to 1989, Mr. Young was Mayor of Atlanta, Georgia, and prior to that he served as U.S. Ambassador to the United Nations under President Jimmy Carter and as a member of the U.S. House of Representatives. Mr. Young was Co-Chairman of the Atlanta Committee for the Olympic Games for the 1996 Summer Olympics. Mr. Young holds degrees from Howard University and Hartford Theological Seminary.

      The Special Committee and the Cox Board have unanimously approved the Offer and the Merger and unanimously recommend acceptance of the Offer by holders of Shares.

Recommendation of the Special Committee and the Cox Board

      On October 18, 2004, the Special Committee unanimously:

•  determined that the Offer, the Merger and the Merger Agreement are advisable, fair to and in the best interests of Cox and its stockholders (other than Enterprises and its affiliates);

•  determined to recommend that the Cox Board approve and declare advisable the Offer, Merger and Merger Agreement; and

•  resolved to recommend that stockholders accept the Offer, tender their Shares in the Offer and approve and adopt the Merger Agreement if it is submitted for their approval.

      In connection with its determination that the Offer, Merger and Merger Agreement are advisable, fair to and in the best interests of Cox and its stockholders (other than Enterprises and its affiliates), the Special Committee also approved the Offer and Merger for purposes of the provisions of Section 203 of the DGCL and the “business combination” provisions of Cox’s certificate of incorporation. Absent this approval, completion of the Merger following the purchase of Shares pursuant to the Offer could have required approval by holders of Shares other than Enterprises and its subsidiaries. Instead, if Shares are purchased pursuant to the Offer, Enterprises and its subsidiaries will be able to approve the Merger regardless of the vote of other stockholders.

      Following the meeting of the Special Committee and based upon the recommendation of the Special Committee, the Cox Board unanimously:

•  determined that the Offer, the Merger and the Merger Agreement are advisable, fair to and in the best interests of Cox’s stockholders (other than Enterprises and its affiliates);

•  approved the Offer, the Merger and the Merger Agreement; and

•  resolved to recommend that stockholders accept the Offer, tender their Shares in the Offer and approve and adopt the Merger Agreement if it is submitted for their approval.

Reasons for the Recommendation of the Special Committee and the Board of Directors; Fairness of the Offer and Merger

      The material factors considered by the Special Committee in making its recommendation and determining that the Offer, the Merger and the Merger Agreement are advisable, fair to and in the best interests of Cox and its stockholders (other than Enterprises and its affiliates) are:

Supportive Factors

•  Relation of Offer Price to Historical Market Price and Expected Trading Price of Shares: The offer price of $34.75 per Share represents a premium of approximately 26% over the $27.58 closing price of the Shares on July 30, 2004, the last trading day before announcement of Enterprises’ initial proposal. The offer price also represents a significant premium over the average trading prices for the Shares for the one-month, two-month, three-month and six-month periods ending immediately before the announcement of Enterprises’ $32 per Share proposal (premia of 24.1%, 20.3%, 17.4%, and 12.4%, respectively). In addition the offer price is above the one-year average,

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	two-year average and three year average price for the Shares for the periods ending July 30, 2004 (average prices of $32.23, $30.67, and $32.55, respectively). The Special Committee also noted that the trading prices for the Shares and for other companies in the cable industry had declined during 2004. This performance was believed to be attributable at least in part to increasing investor concerns about intensifying competition from satellite and telephone companies. Also, the proposal by Comcast to acquire Walt Disney & Co. was perceived as creating investor concern that large cable companies might pursue significant transactions with programming content providers or other long-term strategic acquisitions and that this strategy could negatively impact short-term performance of cable companies. In light of these considerations, the Special Committee concluded that the offer price represented a substantial premium over the likely trading price of the Shares were the Offer and Merger not completed and that achieving trading prices near $34.75 per Share in the foreseeable future was unlikely.
•	Negotiation Process and Procedural Fairness: The terms of the Offer and Merger were the result of arms’-length negotiations conducted by the Special Committee, which is comprised of independent directors, with the assistance of independent financial and legal advisors. After negotiations in which the Special Committee obtained increases in the price offered by Enterprises, it concluded that $34.75 was very likely the highest price that could be obtained from Enterprises and that further negotiation could have caused Enterprises to abandon the transaction. In addition, under the provisions of the Merger Agreement, Shares may not be purchased in the Offer and the Merger may not be completed unless the holders of a majority of the Shares (other than those held by Enterprises, its subsidiaries, and the directors and executive officers of Cox) tender their Shares to be purchased pursuant to the Offer.
•	Absence of Ability to Sell Cox to Third Party: Enterprises has stated that it is not interested in pursuing a sale of all of Cox and that it is a long-term investor in the cable industry. In light of Enterprises’ intentions, the Special Committee concluded that realization of third party sale value or causing a sale of a substantial portion, in a liquidation, break-up or similar transaction, of Cox’s assets were not alternatives available to Cox. Consequently, the Special Committee considered a transaction with Enterprises or continuing Cox as a publicly traded entity, with Enterprises remaining as controlling stockholder, as the only practical alternatives available. Maintaining Cox as a publicly traded entity meant stockholders only could realize trading values for their Shares and that these trading values were likely to be significantly less than the Offer price in the near term. The Special Committee recognized that the inability to pursue a third party sale would make realization of values indicated by certain valuation methodologies, such as discounted cash flow, less likely and was aware that historically the Shares and stock in other cable companies have traded at a discount to discounted cash flow values calculated by analysts.
•	Independent Financial Advisor: The Special Committee considered the presentation by its independent financial advisor, Goldman Sachs, and its oral opinion, subsequently confirmed in writing, that, as of the date of the opinion and based upon and subject to the factors, limitations and assumptions set forth in the written opinion, the $34.75 per Share in cash to be received by holders of Shares (other than Enterprises and its affiliates) in the Offer and the Merger was fair from a financial point of view to such holders. The full text of the written opinion of Goldman Sachs, dated October 19, 2004, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion is attached as Annex I. Further discussion of the letter and the presentation by Goldman Sachs at the October 18 meeting of the Special Committee is contained in “Opinion of Financial Advisor.”

The Special Committee concluded, and instructed Goldman Sachs, that analyses based upon or derived from Cox’s revised long range plan should take into account the possibility that Cox’s performance may be different than that set out in the long range plan. As more fully set forth in “The Tender Offer — Section 7. Certain Information Concerning Cox,” the Special Committee believes that intensifying competitive pressures in cable, telephone and data/internet businesses create significant risks and uncertainties as to Cox’s ability to meet its revised long range plan,

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particularly in the years after 2005. In making the determination to take into account operational sensitivities, the Special Committee was aware that this sensitivity analysis would broaden the range of values indicated by the discounted cash flow analysis.

In evaluating the presentation and opinion of Goldman Sachs, the Special Committee was aware that the fee Goldman Sachs would receive if the $34.75 Offer Price were accepted and the Offer completed would be approximately $1 million more than the fee it would receive if the Enterprises proposal were rejected because a portion of its fee was based on the value to be paid to holders of shares in excess of $32.67 per Share. However, the Special Committee also was aware that its compensation arrangement with Goldman Sachs provided for an aggregate fee of $6.39 million if a transaction with Enterprises were rejected. The Special Committee believed this $6.39 million fee was large enough to ensure the objectivity of the advice of Goldman Sachs. The contingent fee arrangement was intended to provide Goldman Sachs with an incentive to assist the Special Committee in obtaining the highest price Enterprises was willing to pay, which the Special Committee could then evaluate. In light of these considerations, the Special Committee believed the fee arrangement did not impair the reliability of the advice of Goldman Sachs and helped advance the interests of the holders of Shares (other than Enterprises and its affiliates).

•  Information Regarding Cox, Its Financial Condition and Prospects:

The Special Committee was familiar with Cox, its business, financial condition and prospects. The Special Committee believes Cox operates some of the best cable assets in the country in terms of market location, clustering of subscribers and opportunities for providing telephony and high-speed data services to cable subscribers as part of a “bundling” strategy. In considering Enterprises’ proposal, the Special Committee concluded that primary emphasis should be placed upon an evaluation of Cox’s prospects and the challenges and opportunities for Cox in the future. Cox’s revised long range plan was an integral part of this evaluation. Management of Cox prepares a five-year plan each year. The most current plan, which provided estimates for Cox’s performance for the five calendar years beginning in 2005, was being prepared at the time Enterprises announced its initial proposal on August 2. In the interest of assisting the Special Committee, Cox’s management accelerated completion of the revised long range plan. After reviewing the revised long range plan, the Special Committee determined that there was significant uncertainty as to the ability of Cox to achieve the plan. In addition to the fact that any estimates of future performance are inherently subject to significant economic and competitive uncertainties beyond Cox’s control, the Special Committee considered the following factors:

•  Cox is facing intensifying competition from existing well financed competitors, including regional bell operating companies, satellite video providers and alliances of telephony, video and high-speed data service providers, which are competing on pricing and services, whether offered individually or as bundled packages;

•  voice over internet protocol, or VOIP, is expected to become a greater source of competition to Cox’s telephony business and to provide broadband providers an opportunity to bundle services in competition with Cox and VOIP is becoming more user friendly and its performance and features, including caller ID and conferencing, are near to, or exceed, those of traditional telephony;

•  cellular telephony and wireless data services, such as WIFI, are competing with traditional telephony and internet services;

•  new technologies and applications, such as longer distance versions of WIFI and the provision of broadband services over existing electric utility lines, may lead to even greater competition;

•  Cox will not meet its 2004 budget for basic subscriber growth rates, operating margins and EBITDA and the growth rate for basic subscriber growth has been adjusted downward internally twice within the past 60 days, which indicates the difficulty of predicting financial performance in an environment of intensifying competition and suggests that estimates of performance beyond

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	one year in the future may be subject to uncertainty which increases with the number of years from 2004;
•	the revised long range plan reflects downward revisions for the years 2005 through 2008 when compared to the plan prepared last year for the period 2004 through 2008 and this may suggest that the five-year plan that will be prepared next year may reflect further downward revisions;
•	in presentations to the Cox Board and to Goldman Sachs, management of Cox has indicated that there are significant competitive pressures which make achieving the plan uncertain;
•	levels of capital expenditures may have to be accelerated or increased to meet competition in order to permit faster introduction of new or expanded services;
•	the performance of other major cable industry companies has reflected reduced basic subscriber growth rates and operating margins, which reflects the impact of intensifying competition; and
•	there is a lack of consensus among cable industry securities analysts as to the future performance of the industry and Cox, which indicates a broad range of informed views.

      In light of all these considerations, the Special Committee concluded that the uncertainties surrounding the achievement of the long-range plan justified including analyses of variations on the downside and upside in terms of projected cable revenues, margins and capital expenditures. The Special Committee took into account the ability of a majority of the holders of Shares (other than those held by Enterprises and its affiliates) to take a different view of Cox’s prospects and to decide against completing the Offer and the Merger by not tendering their Shares into the Offer.

•  Discovery: Cox’s investment in Discovery does not represent a control position and is subject to contractual restrictions, which could reasonably be expected to make realization of third party sale value or some other liquidity event difficult without the cooperation of the other investors in Discovery. The Special Committee, after asking one of Cox’s representatives on the Discovery Board, was not advised of any plans by Discovery to pursue any transactions of this type. In addition, the Special Committee was aware that management of Discovery generally prepared aggressive projections and actual performance was typically closer to estimates of analysts than to management’s projections.

•  Terms of Merger Agreement: The Merger Agreement:

•  permits the Special Committee to change its recommendation to holders of Shares if, after the advice of outside counsel, the Special Committee believes its fiduciary duties require it to take this action;

•  contains limited conditions to the consummation of the Offer and the Merger; and

•  provides procedural protections to holders of Shares, such as the condition that a majority of the publicly owned Shares be tendered and not withdrawn and a commitment to complete the Merger at $34.75 per Share in cash if Shares are purchased in the Offer.

•  Committed Financing: At the time the Merger Agreement was executed, Enterprises and Cox entered into a commitment letter with Citigroup, Lehman Brothers and J.P. Morgan providing for sufficient financing to complete the Offer and the Merger and to pay related fees and expenses. The commitment letter is subject to terms and conditions which are customary in transactions of this type. The Special Committee noted that the financing commitment is not subject to syndication of the loans contemplated by the commitment letter.

•  Tender Offer Structure: The Offer is intended to provide holders of Shares the opportunity to receive $34.75 per Share in cash as quickly as possible.

•  Holders of Majority of Public Shares Determine Whether Transaction Is Completed Without Coercion: The Special Committee believes that the provisions of the Merger Agreement requiring the prompt consummation of a “short form” merger if Holdings and DNS acquire ownership of at

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	least 90% of the Shares pursuant to the Offer, Holding’s ability and intent to initiate a “subsequent offering period” after Shares are first accepted for payment pursuant to the Offer, and the obligation, subject to the satisfaction or waiver of certain conditions, to complete the Merger if Shares are purchased in the Offer, all provide assurances to holders of Shares that they will have the opportunity to receive $34.75 in cash for each of their Shares as soon as practicable even if they choose not to tender their Shares during the “initial offering period.” Consequently, the Special Committee concluded that the Majority of the Minority Condition would permit the holders of a majority of the publicly owned Shares to decide whether the Offer or Merger should be completed by choosing not to tender Shares before Shares are first accepted for payment pursuant to the Offer without coercion or any penalty for not tendering during the “initial offering period.”
•	Comparison of Offer Price to Alternative of Remaining a Public Company: The Special Committee compared the immediate return of cash value to holders of Shares pursuant to the Offer and the Merger to the trading market value of the Shares before the announcement of the initial Enterprises proposal and the difficulty of anticipating that trading values would approach $34.75 in the foreseeable future in light of the risks inherent in achieving Cox’s long range plan.
•	Growth Opportunities: The Special Committee recognized that growth opportunities for Cox may be more limited than in the past. Growth from Cox’s existing operations are expected to be negatively impacted by increasing competition. External growth, growth by acquiring assets from third parties, also may be difficult because attractive assets generally are sold in a process in which other industry participants actively compete and drive prices up.
•	Enterprises’ Plans After Merger: The Special Committee received oral advice from Enterprises, and the Merger Agreement contains a representation of Enterprises providing the Special Committee with the assurance, to the effect that Enterprises has no current plans to pursue a transaction following the Merger that would result in the realization of substantial value on Cox’s assets and businesses, whether through a sale to a third party or otherwise.
•	Appraisal Rights: The Special Committee considered the fact that stockholders who do not tender their Shares pursuant to the Offer will have the right to dissent from the Merger and to demand appraisal of the fair value of their Shares under the DGCL, whether or not a stockholder vote is required to approve the Merger. See “Special Factors — Appraisal Rights.”

Negative Factors

•  No Participation in Cox’s Future: If the Offer and Merger are consummated, stockholders (other than Enterprises and its subsidiaries) will receive $34.75 per Share in cash and will no longer have the opportunity to participate in the increases, if any, in the value of Cox and Cox’s future growth prospects. The Special Committee took into account that, under Cox’s revised long range plan, Cox is expected to generate large amounts of free cash flow which could be distributed to stockholders or finance acquisitions. Additionally, the Special Committee considered the possibility that new products and technologies, such as digital and HDTV, entertainment on demand, and digital video recording, may be introduced by Cox more aggressively then estimated and that, although the Special Committee is not aware of any such plans, other product offerings or future strategic alliances or acquisitions may produce better performance than anticipated. Also, the levels of capital expenditures in Cox’s revised long range plan may be greater than actual levels of capital expenditures.

•  Tax Treatment: The Special Committee was aware that the receipt of the $34.75 per Share cash price in the Offer and the Merger will generally be taxable to stockholders. See “Certain United States Federal Income Tax Considerations.”

•  Risks the Offer and Merger May Not be Completed: The Special Committee considered the risk that the conditions to the Offer may not be satisfied and, therefore, that Shares may not be purchased pursuant to the Offer and the Merger may not be consummated.

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•  Market Price of Shares: The Special Committee was aware that the trading prices of cable industry stocks have recently deviated below their historical relationship to the S&P 500. In addition, the trading price of the Shares, prior to the announcement of Enterprises’ initial proposal, had recently deviated below its historical relationship to the trading prices of Comcast. Although it is not possible to determine whether these are temporary aberrations or longer-term trends, if the trading prices of Shares were to return to their historical relationships to the S&P 500 and Comcast, the market price of the Shares might be higher than recent trading prices before the Enterprises announcement of its $32 per Share proposal and might be closer to the Offer Price.

•  Discovery: The Special Committee was aware of the possibility that Cox’s investment in Discovery may be a source of significant liquidity and value if there were to be a sale or initial public offering of equity interests in Discovery.

•  Revised Long Range Plan: Although the Special Committee did not consider it appropriate to ignore the risks inherent in achieving the performance projected in the revised long range plan, if one assumes that the long-range plan would be achieved or surpassed, then the values realizable by holders of Shares by maintaining Cox as a publicly traded entity could be greater than anticipated and the Offer Price would be less attractive than it otherwise would be in comparison to this alternative.

Matters Not Considered

      The Special Committee did not consider the third party sale value or liquidation or break-up of Cox’s assets because Enterprises stated that it was not willing to pursue these alternatives. As the holders of a majority of the voting power of Cox’s stock, Enterprises and its subsidiaries, in their capacity as stockholders, can prevent these alternatives.

Other Matters Considered

•  Conflicts of Interest: The Special Committee was aware of the conflicts of interest of the designees of Enterprises to the Cox Board as well as the potential conflicts of management representatives on the Board. The Special Committee believes that the process of using a committee of directors without any significant relationships with Enterprises and its affiliates (other than their status as directors of Cox) is a well established mechanism under Delaware law to deal with this issue and believes that the Special Committee process effectively removed these conflicts as an issue.

The Special Committee also was aware of the potential conflict of interest created by the shares of Cox restricted stock owned by each member of the Special Committee being converted into $34.75 in cash upon consummation of the Merger. However, the Special Committee was not aware of the treatment of this restricted stock until after the principal terms of the Offer and Merger, including the $34.75 per Share price and the Majority of the Minority Condition had been agreed upon. In any event, the Special Committee did not consider the fact that Shares of restricted stock would be converted into unrestricted cash as a significant matter given the relatively small amounts of restricted stock involved and the likelihood that the Special Committee members’ Cox restricted stock would have vested absent a transaction with Enterprises with the passage of time under the existing terms of the restricted stock plan.

•  Joint Tender Offer Structure: The Special Committee was aware that the joint tender offer structure contemplated by the Merger Agreement would employ Cox’s borrowing capacity. The Special Committee believed this was appropriate because it would facilitate consummation of transactions which the Special Committee has determined are advisable, fair to, and in the best interests of the holders of Shares (other than Enterprises and its affiliates).

      This discussion summarizes the material factors considered by the Special Committee, including factors that support as well as weigh against the Offer and the Merger. In view of the variety of factors

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and the amount of information considered, the Special Committee did not find it practicable to, and did not, make specific assessments of, quantify, or otherwise assign relative weights to these factors in reaching its determination. In addition, individual members of the Special Committee may have given different weights to different factors. The determination that the Offer, Merger and the Merger Agreement are advisable, fair to and in the best interests of Cox and its stockholders (other than Enterprises and its affiliates) was made after consideration of all of these factors as a whole. The Special Committee concluded that the supportive factors outweighed the negative factors.

      The recommendation of the Board of Directors was based upon

•  the recommendation of the Special Committee;

•  the Special Committee having received from its independent financial advisor an oral opinion, subsequently confirmed in writing, that, as of the date of the opinion and based upon and subject to the factors, limitations and assumptions set forth in the written opinion, the $34.75 per Share in cash to be received by holders of Shares (other than Enterprises and its affiliates) in the Offer and the Merger is fair from a financial point of view to such holders; and

•  the Offer Price and the terms and conditions of the Merger Agreement were the result of what the Cox Board believed were arm’s-length negotiations between the Special Committee and Enterprises.

Opinion of Financial Advisor

      Goldman Sachs rendered its opinion to the Special Committee that, as of October 19, 2004 and based upon and subject to the factors, limitations and assumptions set forth in the written opinion, the $34.75 per Share in cash to be received by the holders of Shares (other than Enterprises and its affiliates) in the Offer and the Merger was fair from a financial point of view to such holders.

      The full text of the written opinion of Goldman Sachs, dated October 19, 2004, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex I. Goldman Sachs provided its opinion for the information and assistance of the Special Committee in connection with its consideration of the transaction contemplated by the Merger Agreement. The Goldman Sachs opinion is not a recommendation as to whether or not any holder of Shares should tender such Shares in connection with the Offer or how any holder of Shares should vote with respect to the Merger.

      In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•  the Merger Agreement;

•  annual reports to stockholders and Annual Reports on Form 10-K of Cox for the five fiscal years ended December 31, 2003;

•  certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Cox;

•  certain other communications from Cox to its stockholders;

•  certain internal financial analyses and forecasts for Cox prepared by Cox’s management, including such management’s long range plans, dated September 7, 2004 and Fall 2003, respectively, the presentation at the October 6, 2004 meeting of the Cox Board and forecasts for the interim period ended September 30, 2004;

•  audited financial statements of Discovery Communications, Inc. (“Discovery”) for the two fiscal years ended December 31, 2003;

•  certain forecasts for Discovery prepared by the management of Discovery; and

•  certain research analyst estimates for Cox and its affiliates.

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      Goldman Sachs also held discussions with members of the senior management of Cox regarding their assessment of the past and current business operations, financial condition and future prospects of Cox and its affiliates. In addition, Goldman Sachs reviewed the reported price and trading activity for the Shares, compared certain financial and stock market information for Cox with similar information for certain other companies, the securities of which are publicly traded, reviewed the financial terms of certain recent minority buyout transactions and certain recent business combinations and performed such other studies and analyses, and considered such other factors, as it considered appropriate.

      Goldman Sachs relied upon the accuracy and completeness of all of the financial, legal, accounting, tax and other information discussed with or reviewed by it and assumed such accuracy and completeness for purposes of rendering the opinion described above. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Cox or any of its subsidiaries, nor was any evaluation or appraisal of the assets or liabilities of Cox or any of its subsidiaries furnished to Goldman Sachs. Goldman Sachs took into account the Special Committee’s views and the views of Cox’s management as to the significant risks and uncertainties relating to the ability of Cox to realize the long range plan, dated September 7, 2004, in the amounts and within the time periods contemplated thereby, including in light of developments material to competitive pressures affecting Cox and the forecasts by Cox’s management for the interim period ended September 30, 2004. Goldman Sachs’ opinion does not address the underlying business decision of Cox to engage in the Offer or the Merger. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, Cox. Goldman Sachs noted that (i) Enterprises and its affiliates beneficially own approximately 72.8% of the combined voting power of the Shares and the Class C common stock; (ii) Enterprises had indicated to the Special Committee that it had no interest in pursuing or permitting a business combination involving Cox or any of its operations other than a transaction in which Enterprises would be a purchaser of the Shares it did not already beneficially own and the Special Committee had instructed Goldman Sachs not to consider any such alternative transaction in rendering its opinion; and (iii) to the knowledge of the Special Committee, no third party other than Enterprises had made any proposal to purchase most or all of the outstanding Shares as a single block, including during the time since the announcement of Enterprises’ proposal on August 1, 2004. Goldman Sachs’ advisory services and the opinion described above were provided for the information and assistance of the Special Committee in connection with its consideration of the transaction contemplated by the Merger Agreement and such opinion does not constitute a recommendation whether or not any holder of Shares should tender such Shares in connection with the Offer or how any holder of Shares should vote with respect to the Merger.

      The following is a summary of the material financial analyses delivered by Goldman Sachs to the Special Committee in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent the relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 15, 2004, and is not necessarily indicative of current market conditions.

      Cable Multiples Analysis. Goldman Sachs calculated the enterprise value of Cox as $28.785 billion, based on a $34.75 per Share value and information in SEC filings by Cox, and then adjusted this enterprise value down to $23.984 billion as an assumed enterprise value for Cox’s cable business by backing out an assumed value for Discovery and Cox Business Services. For purposes of this adjustment, Goldman Sachs applied 14.0x and 6.0x multiples to Cox management’s estimated 2005 earnings before interest, taxes, depreciation and amortization, or EBITDA, for Discovery and Cox Business Services, respectively, to arrive at a value of $3.166 billion for Discovery and $1.635 billion for Cox Business Services. Goldman Sachs then determined the following multiples, ratios and per cable subscriber values based on this enterprise value for Cox’s cable business and on Cox management’s estimates of revenues,

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EBITDA and basic cable subscribers contained in Cox’s revised long range plan. The following table presents the results of this analysis:

	Year
	2004			2005			2006
Cable EBITDA Multiple		10.7	x		9.4	x		8.3x
Cable EBITDA Multiple/ 2005-2008 Cable EBITDA Growth		1.0	x		0.8	x		0.7x
Levered Free Cash Flow		56.1	x		32.1	x		23.1x
Levered Free Cash Flow/ 2005-2008 Levered Free Cash Flow Growth		1.6	x		0.9	x		0.6x
Cable Subscriber Valuation	$	3,797		$	3,760		$	3,727

      Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices and volumes for the Shares for the three-year period ended October 15, 2004. In addition, Goldman Sachs analyzed the consideration to be received by holders of Shares in the Offer and the Merger in relation to the historical market price of Shares.

      This analysis indicated that the price per Share to be paid to stockholders pursuant to the Offer and the Merger represented:

•  a premium of 26.0% based on the price per Share on July 30, 2004, the last trading day before Enterprises announced its proposal, of $27.58 per Share;

•  a premium of 24.1% based on the latest one-month average market price as of July 30, 2004 of $28.00 per Share;

•  a premium of 20.3% based on the latest two-month average market price as of July 30, 2004 of $28.90 per Share;

•  a premium of 17.4% based on the latest three-month average market price as of July 30, 2004 of $29.59 per Share;

•  a premium of 12.4% based on the latest six-month average market price as of July 30, 2004 of $30.93 per Share;

•  a discount of 5.4% based on the latest 52-week high market price as of July 30, 2004 of $36.73 per Share;

•  a premium of 26.8% based on the latest 52-week low market price as of July 30, 2004 of $27.40 per Share;

•  a premium of 7.8% based on the one-year average market price as of July 30, 2004 of $32.23 per Share;

•  a premium of 13.3% based on the two-year average market price as of July 30, 2004 of $30.67 per Share; and

•  a premium of 6.8% based on the three-year average market price as of July 30, 2004 of $32.55 per Share.

      Goldman Sachs noted that the closing market price of $33.26 per Share on October 15, 2004 represented 91% of the latest 52-week high market price of $36.73 and that the closing market price of $27.58 per share on July 30, the last trading day before Enterprises announced its proposal, was 75% of this 52-week high market price. As of the same date, the shares of common stock of certain other publicly traded companies in the cable industry traded at market prices ranging from 43% to 79% of their respective 52-week high market prices as of July 30, 2004. These companies were Comcast Corporation, Cablevision Systems Corporation, Charter Communications, Inc., Insight Communications Company, Inc., and Mediacom Communications Corporation.

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      Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to 37 selected minority buy-out transactions announced since 1995. The aggregate consideration paid in six of those transactions exceeded $1 billion and Goldman Sachs reviewed those separately from the remaining transactions. For each of the selected transactions, Goldman Sachs calculated and compared the final purchase price per share to historical market prices. The following tables present the results of this analysis:

		Selected Transactions in
		Excess of $1 Billion
		Range		Median
Initial Offer to Pre-Announcement Price			3.4%-25.6%		14.1	%
Final Offer to Pre-Announcement Price			18.6%-31.5%		25.0	%
Percent Increase in Offer			0.0%-18.5%		10.1	%
Final Bid Premium to:
	1-Month Average		24.6%-50.2%		37.2	%
	3-Month Average		24.6%-52.6%		31.6	%
	6-Month Average		20.4%-70.2%		30.7	%
	1-Year Average		9.9%-96.0%		34.7	%
	2-Year Average		2.7%-83.8%		43.8	%
	52-Week High Price		(8.2)%-24.6%		18.5	%
	52-Week Low Price		46.6%-210.3%		61.4	%

		Selected Transactions Below
		$1 Billion
		Range		Median
Initial Offer to Pre-Announcement Price			(11.1)%-96.5%		16.9	%
Final Offer to Pre-Announcement Price			(0.3)%-140.0%		36.4	%
Percent Increase in Offer			(12.5)%-50.0%		12.0	%
Final Bid Premium to:
	1-Month Average		(4.7)%-113.3%		33.6	%
	3-Month Average		(15.2)%-75.9%		27.4	%
	6-Month Average		(19.7)%-89.6%		29.8	%
	1-Year Average		(42.6)%-105.5%		19.2	%
	2-Year Average		(51.4)%-125.1%		23.5	%
	52-Week High Price		(75.8)%-50.4%		(2.4	)%
	52-Week Low Price		28.5%-164.0%		70.0	%

      Other Asset Value Analysis. Goldman Sachs analyzed the sensitivity of the implied value of Cox’s non-cable assets and of the implied multiple of Cox management’s estimated 2005 EBITDA for Cox’s cable business to Cox management’s projections for 2005 cable subscriber valuations by applying upward and downward adjustments to these subscriber projections. This analysis assumed an enterprise value of $28.785 billion for Cox based on a $34.75 per Share value and information in SEC filings by Cox. For this analysis, the non-cable assets of Cox consisted of Discovery and Cox Business Services. The analysis assumed cable subscriber valuations that ranged from $3,600 to $4,000 and resulted in illustrative implied values for Cox’s non-cable assets ranging from $3.270 to $5.822 billion and illustrative implied multiples of estimated 2005 Cox cable EBITDA ranging from 9.0x to 10.0x. Goldman Sachs compared this illustrative implied range of multiples of estimated 2005 Cox cable EBITDA multiples with those of certain other publicly traded companies in the cable industry which, based on publicly available research reports, had estimated 2005 EBITDA multiples ranging from 7.9x to 9.4x. These companies were Comcast Corporation, Cablevision Systems Corp., Charter Communications Inc., Insight Communications Co. Inc., and Mediacom Communications Corp.

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      Goldman Sachs also analyzed the sensitivity of the implied per Share price to changes in the estimated value of non-cable assets and projections of 2005 cable subscriber valuations by applying upward and downward adjustments to these estimated values and projections. This sensitivity analysis was based on (i) a range of 2005 cable subscriber valuations from $3,400 to $4,000 and (ii) a range of changes in value of non-cable assets of (20)% to 20% from the base projection of $4.801 billion (calculated by applying 14.0x and 6.0x multiples to Cox management’s estimated 2005 EBITDA for Discovery and Cox Business Services) and resulted in illustrative per Share prices ranging from $29.62 to $38.68.

      Goldman Sachs also analyzed the sensitivity of this assumed value of $4.801 billion for Discovery and Cox Business Services by adjusting the valuation of each of Discovery and Cox Business Services upward and downward by up to 20%. This analysis resulted in a range of implied illustrative values for Cox’s non-cable assets from $3.841 billion to $5.761 billion.

      Selected Companies Analysis. Goldman Sachs reviewed and compared certain financial information for Cox to corresponding financial information and multiples for Adelphia Communications Corporation and the following publicly traded corporations in the cable industry:

•  Comcast Corporation

•  Cablevision Systems Corporation

•  Charter Communications, Inc.

•  Insight Communications Company, Inc.

•  Mediacom Communications Corporation

      Although none of the selected companies is directly comparable to Cox, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Cox.

      Goldman Sachs also calculated and compared various financial multiples based on information it obtained from SEC filings and Wall Street research. The multiples for each of the selected companies were based on the most recent publicly available information as of October 15, 2004. With respect to the selected companies, Goldman Sachs calculated:

•  adjusted cable enterprise value, which is the market value of common equity plus the book value of debt (except in the case of Adelphia Communications Corp., where Goldman Sachs used the estimated market value of debt), less cash, less the estimated market value of non-consolidated, non-core public and private investments, as a multiple of estimated cable EBITDA for 2004 and 2005;

•  adjusted cable enterprise value as a multiple of the estimated number of cable subscribers for 2004 and 2005;

•  cable equity market capitalization, which is the adjusted cable enterprise value less the book value of debt (except in the case of Adelphia Communications Corp., where Goldman Sachs used the estimated market value of debt), plus cash, less minority interest, as a multiple of estimated free cash flows for 2004 and 2005;

•  estimated EBITDA multiple for 2005 as a multiple of the average estimated growth of EBITDA for 2005 through 2006 and 2005 through 2008; and

•  estimated free cash flow for 2005 as a multiple of the average estimated growth of free cash flow for 2005 through 2006 and 2005 through 2008.

      Goldman Sachs took into account the comparatively low market capitalization of Insight and Mediacom and reviewed the results of applying the above analysis to these companies separately from the

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results for the group of large capitalization companies. The results of these analyses are summarized as follows:

					Proposed
Multiples for Selected Small Cap Companies	Insight		Mediacom		Transaction
Adjusted Cable Enterprise Value/ 2004 Cable EBITDA		9.5x		8.9x		11.0x
Adjusted Cable Enterprise Value/ 2005 Cable EBITDA		8.9x		8.7x		9.9x
Adjusted Cable Enterprise Value/ 2004 subscribers	$	3,198	$	2,570	$	4,022
Adjusted Cable Enterprise Value/ 2005 subscribers	$	3,218	$	2,609	$	3,990
2005 EBITDA Multiple/ 2005-2006 EBITDA Growth		1.6x		2.5x		0.8x
2005 EBITDA Multiple/ 2005-2008 EBITDA Growth		1.4x		1.6x		1.0x
2005 Free Cash Flow/2005-2006 Free Cash Flow		0.6x		*		0.9x
2005 Free Cash Flow/2005-2008 Free Cash Flow		0.6x		0.5x		0.8x
Cable Equity Market Capitalization/ 2004 Free
Cash Flow		21.5x		11.0x		45.4x
Cable Equity Market Capitalization/ 2005 Free
Cash Flow		15.8x		9.2x		38.9x

*  Projected Free Cash Flow information was not publicly available.

					Proposed
Multiples for Selected Large Cap Companies*	Range**		Median**		Transaction
Adjusted Cable Enterprise Value/ 2004 Cable EBITDA		8.6x-14.8x		10.0x		11.0x
Adjusted Cable Enterprise Value/ 2005 Cable EBITDA		7.9x-11.4x		9.4x		9.9x
Adjusted Cable Enterprise Value/ 2004 subscribers	$	3,132-$3,872	$	3,371	$	4,022
Adjusted Cable Enterprise Value/ 2005 subscribers	$	3,132-$3,841	$	3,367	$	3,990
2005 EBITDA Multiple/ 2005-2006 EBITDA Growth		0.5x-1.3x		1.0x		0.8x
2005 EBITDA Multiple/ 2005-2008 EBITDA Growth		0.9x-1.5x		1.3x		1.0x

*  Free cash flow information was not publicly available for Adelphia Communications Corp., Cablevision Systems Corp. and Charter Communications, Inc. and therefore the ranges of multiples using that information were not presented.

**  Does not include Cox.

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      Goldman Sachs also calculated certain multiples for each of the selected companies and Cox as of July 30, 2004, the last date before the announcement of Enterprises’ proposal. The following tables present the results of this analysis:

							Cox
Multiples for Selected Small Cap Companies	Insight			Mediacom			(July 30, 2004)
Adjusted Cable Enterprise Value/ 2004 Cable EBITDA		9.5	x		8.9	x		9.1	x
Adjusted Cable Enterprise Value/ 2005 Cable EBITDA		8.8	x		8.7	x		8.1	x
Adjusted Cable Enterprise Value/ 2004 subscribers	$	3,174		$	2,567		$	3,299
Adjusted Cable Enterprise Value/ 2005 subscribers	$	3,195		$	2,606		$	3,273
2005 EBITDA Multiple/ 2005-2006 EBITDA Growth		1.6	x		2.5	x		0.7	x
2005 EBITDA Multiple/ 2005-2008 EBITDA Growth		1.4	x		1.6	x		0.8	x
2005 Free Cash Flow/2005-2006 Free Cash Flow		0.6	x		*			0.7	x
2005 Free Cash Flow/2005-2008 Free Cash Flow		0.6	x		0.5	x		0.6	x
Cable Equity Market Capitalization/ 2004 Free
Cash Flow		20.9	x		11.0	x		34.3	x
Cable Equity Market Capitalization/ 2005 Free
Cash Flow		15.4	x		9.1	x		29.4	x

*  Projected Free Cash Flow information was not publicly available.

							Cox
Multiples for Selected Large Cap Companies*	Range**			Median**			(July 30, 2004)
Adjusted Cable Enterprise Value/ 2004 Cable EBITDA		7.8x-14.8	x		9.4	x		9.1	x
Adjusted Cable Enterprise Value/ 2005 Cable EBITDA		7.2x-11.4	x		8.6	x		8.1	x
Adjusted Cable Enterprise Value/ 2004 subscribers	$	3,058-$3,335		$	3,281		$	3,299
Adjusted Cable Enterprise Value/ 2005 subscribers	$	3,043-$3,367		$	3,261		$	3,273
2005 EBITDA Multiple/ 2005-2006 EBITDA Growth		0.5x-1.4	x		1.0	x		0.7	x
2005 EBITDA Multiple/ 2005-2008 EBITDA Growth		0.8x-1.4	x		1.2	x		0.8	x

*  Free cash flow information was not publicly available for Adelphia Communications, Corp., Cablevision Systems Corp. and Charter Communications, Inc. and therefore the ranges of multiples using that information were not presented.

**  Includes Cox.

      Discounted Cash Flow Analysis. Goldman Sachs performed a discounted cash flow analysis on Cox using publicly available estimates by research analysts and management’s projections.

      Goldman Sachs used projections of net present value of free cash flows published in certain publicly available reports issued between March 16, 1998 and July 9, 2004. The discount rates used in these reports ranged from 7.2% to 12.0% depending on the date of the report. When the discounted cash flow value or target price in the research report was stated in a range, Goldman Sachs used the midpoint of the range. When the discounted cash flow value was not available, Goldman Sachs used the target price stated in the research report. Goldman Sachs compared the discounted cash flow price in each of the reports with the absolute value and the 30-day moving average of the closing market price of Shares as of the last trading day before the relevant report was issued. Goldman Sachs calculated the mean and the median of the excess of the discounted cash flow price over the closing market price as of the last trading day before the relevant report was issued, as a percentage of that closing price. The mean and the median were, correspondingly, 24.7% and 17.4%. In addition, Goldman Sachs calculated the mean and median of the excess of the discounted cash flow price over the 30-day moving average of the closing market price as of

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the last trading day before the relevant report was issued, as a percentage of that closing price. The mean and the median were, correspondingly, 22.6% and 17.3%.

      Goldman Sachs calculated indications of net present value of free cash flows for Cox’s cable business using management projections for the years 2004 through 2009. Goldman Sachs calculated implied prices per Share using selected terminal values in the year 2009 and discounting the terminal values and projected cash flows for the remainder of 2004 and 2005 through 2008 to present value. Goldman Sachs also calculated the portion of the net present value of Cox’s cable business attributable to the terminal value of that business and the implied 2005 cable subscriber valuation. In addition, Goldman Sachs calculated a range of implied cable perpetuity growth rates that would generate the same indications of net present value as the selected terminal values. For the terminal value analyses, Goldman Sachs used multiples ranging from 8.0x 2009 cable EBITDA to 9.5x 2009 cable EBITDA and cable discount rates ranging from 8.0% to 11.0%. In addition, Goldman Sachs assumed that the values of Discovery and Cox Business Services were $3.166 billion and $1.635 billion, respectively, based on illustrative 14.0x and 6.0x multiples applied to Cox management’s estimated 2005 EBITDA for Discovery and Cox Business Services. The following table presents the results of this analysis:

	Range
Illustrative Per Share Value Indications		$34.74-$45.43
Terminal Value as Percentage of Cable Enterprise Value		81.4%-84.6%
Implied 2005 Cable Subscriber Valuation		$3,758-$4,821
Implied Cable Perpetuity Growth Rate		2.0%-5.8%

      In addition to the analysis above, Goldman Sachs analyzed the sensitivity of the results to the values assigned to Discovery and Cox Business Services by applying upward and downward adjustments of 10% and 20% to each of these values. The range of illustrative values per Share resulting from those adjustments assuming a terminal value multiple of 8.5x for 2009 cable EBITDA and a cable discount rate of 9.0% was $38.05 to $41.08.

      In addition, Goldman Sachs analyzed sensitivities to the illustrative per Share value indications resulting from the discounted cash flow analysis if a terminal value multiple of 8.5x for 2009 cable EBITDA and a cable discount rate of 9% were assumed. When these sensitivities were based on upward and downward adjustments of up to 3.0% to management’s projected cable revenue growth and cable EBITDA margins for 2005 through 2009, the analysis showed illustrative per Share value indications ranging from $31.63 to $48.88. When these sensitivities were based on upward and downward adjustments of up to 3.0% to management’s projected annual cable revenue growth and annual cable capital expenditures as a percent of cable revenue for 2005 through 2009, the analysis resulted in illustrative per Share value indications ranging from $33.50 to $46.35. For purposes of this sensitivity analysis, Goldman Sachs assumed that the values of Discovery and Cox Business Services were $3.166 billion and $1.635 billion, respectively, based on illustrative 14.0x and 6.0x multiples applied to Cox management’s estimated 2005 EBITDA for Discovery and Cox Business Services.

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      Goldman Sachs also examined the sensitivity of management’s long range plan, dated September 7, 2004, to changes in the assumptions about sources of revenue of Cox based on downward adjustments to management’s projections. The following table summarizes the results from that analysis:

				Cable Revenue in Millions/ %
				Decrease in Cable Revenue
Cable Revenue Driver	Change			2005			2008
Basic Subscriber Growth		(1.0	)%	$	(24.0)/(0.4	)%	$	(90.0)/(1.1	)%
Basic Average Revenue per User	$	(1.00	)	$	(76.0)/(1.2	)%	$	(78.0)/(1.0	)%
High Speed Data Penetration (% of Basic)		(1.0	)%	$	(14.0)/(0.2	)%	$	(14.0)/(0.2	)%
High Speed Data Average Revenue per User	$	(1.00	)	$	(34.0)/(0.5	)%	$	(52.0)/(0.7	)%
Telephony Penetration (% of Basic)		(1.0	)%	$	(16.0)/(0.3	)%	$	(14.0)/(0.2	)%
Telephony Average Revenue per User	$	(1.00	)	$	(18.0)/(0.3	)%	$	(30.0)/(0.4	)%

      Future Stock Price Analysis. Goldman Sachs analyzed the present value of Cox’s hypothetical standalone future stock prices based upon projections of cable EBITDA through December 31, 2007 and December 31, 2008 contained in Cox management’s long range plan, dated September 7, 2004, and projections of total EBITDA through December 31, 2007 and December 31, 2008 contained in Institutional Brokerage Estimate System reports. Goldman Sachs calculated a range of implied Share values based on this analysis using equity discount rates of 9%, 10% and 11% and cable EBITDA multiples of 8.0x, 8.5x, 9.0x and 9.5x. Goldman Sachs assumed that the values of Discovery and Cox Business Services were, respectively, $3.166 billion and $1.635 billion as of December 31, 2004 based on illustrative 14.0x and 6.0x multiples applied to Cox management’s estimated 2005 EBITDA for Discovery and Cox Business Services. These analyses assumed that in each subsequent year though December 31, 2007, the values of Cox Business Services and Discovery were the values assigned to them as of December 31, 2004, grown at the corresponding equity discount rate. The results of these analyses are summarized as follows:

	Present Value of Future Stock Prices
Years	Based on Management’s Projections		Based on IBES Projections
Through December 31, 2006	$	34.20-$41.69	$	30.51-$37.25
Through December 31, 2007	$	36.16-$44.37	$	31.47-$38.64

      In addition to the analysis above, Goldman Sachs analyzed the sensitivity of the results to the assumed values for Discovery and Cox Business Services by applying upward and downward adjustments of 10% and 20% to those values. The illustrative values per Share resulting from those adjustments, assuming a terminal value multiple of 8.5x for 2009 cable EBITDA and a cost of equity of 10%, are described in the following table:

	Range of Present Values of Future Stock Prices
Years	Based on Management’s Projections		Based on IBES Projections
Through December 31, 2006	$	35.26-$38.44	$	31.36-$34.41
Through December 31, 2007	$	37.50-$40.77	$	32.50-$35.61

      The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and

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professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Cox or the contemplated transaction.

      Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Special Committee that, as of October 19, 2004 and based upon and subject to the factors and assumptions set forth in the written opinion, the $34.75 per Share in cash to be received by the holders of Shares (other than Enterprises and its affiliates) in connection with the Offer and the Merger was fair from a financial point of view to such holders. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Cox, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

      As described above, Goldman Sachs’ opinion to the Special Committee was one of many factors taken into consideration by the Special Committee in making its determination to recommend the transaction contemplated by the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex I.

      Goldman Sachs and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. Goldman Sachs acted as financial advisor to the Special Committee in connection with, and has participated in certain of the negotiations leading to, the transaction contemplated by the Merger Agreement.

      In addition, Goldman Sachs has provided certain investment banking services to Cox from time to time, including having acted as (i) co-manager in connection with the follow-on offering of Shares in August 1999, (ii) co-manager in the offering of exchangeable debentures of Cox in the aggregate principal amount of $1,108,000,000 in November 1999 and (iii) lender in connection with a five-year loan commitment in the aggregate principal amount of $40,000,000 in June 2004. Goldman Sachs has provided certain investment banking services to Enterprises from time to time, including having acted as lender in connection with (i) a 364-day loan commitment in the aggregate principal amount of $10,000,000 in June 2003 and (ii) a five-year loan commitment in the aggregate principal amount of $40,000,000 in June 2004. Goldman Sachs has also provided certain investment banking services to Cox Radio, Inc., an indirect subsidiary of Enterprises (“Cox Radio”), from time to time, including having acted as lender in connection with (i) a 364-day loan commitment in the aggregate principal amount of $6,000,000 in June 2003 and (ii) a five-year loan commitment in the aggregate principal amount of $15,000,000 in June 2004. Goldman Sachs may provide investment banking and other services to Cox, Enterprises, Cox Radio and their affiliates in the future. In connection with the above-described investment banking services, Goldman Sachs has received, and may receive, compensation.

      Goldman, Sachs & Co. is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, hedging, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman Sachs and its affiliates may provide such services to Cox, Enterprises, Cox Radio and their respective affiliates, may actively trade the debt and equity securities of Cox, Cox Radio and other affiliates of Enterprises (or related derivative securities) for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

      The Special Committee selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transaction. Pursuant to a letter agreement dated August 17, 2004, the Special Committee engaged

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Goldman Sachs to act as its financial advisor in connection with the transaction contemplated by the Merger Agreement. Pursuant to the terms of this engagement letter, Cox has agreed to pay Goldman Sachs certain fees for its services in connection with the transaction contemplated by the Merger Agreement, including fees of $1,750,000 in the aggregate prior to October 19, 2004, $4,640,000 upon delivery of the opinion, and 0.20% of the amount by which the aggregate consideration payable at the closing of the Offer and the Merger to holders of Shares (other than Enterprises) exceeds the aggregate amount that would have been paid to such holders in the Offer and the Merger had such per Share consideration been $32.67. In addition, Cox has agreed to reimburse Goldman Sachs for its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Position of Enterprises and Holdings Regarding Fairness of the Offer and the Merger.

      Enterprises and Holdings believe that the consideration to be paid to Cox’s stockholders (other than Enterprises Holdings and DNS) in the Offer and the Merger is fair to Cox’s stockholders (other than Enterprises and its affiliates). Enterprises and Holdings base their belief on the following factors, each of which, in their judgment, supported their views as to the fairness of the Offer and the Merger from a financial point of view:

•  Enterprises’ view that the decline in the trading prices of the Shares over the past year — which mirrors the decline in the trading prices of all other cable companies — reflects adverse industry trends and continued weakening market valuations for the cable sector.

•  Enterprises’ view that Cox’s satellite and regional bell operating company competitors are expected to increase significantly competitive pressures on cable, which may affect Cox’s profitability.

•  The fact that the consideration to be paid to Cox’s stockholders (other than Enterprises, Holdings and DNS) in the Offer represents a 26% premium over the reported closing sale price of the Shares on the NYSE on July 30, 2004, the last trading day prior to the date on which Enterprises’ intention to make the Offer was announced, a premium of approximately 24.1% over the 30-day average closing sale price and approximately 20.3% over the 60-day average closing sale price on the NYSE prior to July 30, 2004.

•  Enterprises’ view that the 26% premium to be paid to Cox’s stockholders (other than Enterprises, Holdings and DNS) in the Offer over the reported closing sale price of the Shares on the NYSE on July 30, 2004, the last trading day prior to the date in which Enterprises’ intention to make the Offer was announced, is comparable to the premiums offered in comparable transactions not involving a change of control.

•  The fact that the consideration to be paid to Cox’s stockholders (other than Enterprises, Holdings and DNS) in the Offer values Cox at a multiple of approximately (i) 10.7 times Cox’s 2004 estimated EBITDA or (ii) $4,183 per basic video subscriber as of June 30, 2004, in each case valuing of Discovery at $2.552 billion and Cox Business Services of $1.438 billion; both metrics represent the highest valuation multiples observed among public cable peers to Cox as of October 19, 2004.

•  The fact that the consideration to be paid to Cox’s stockholders (other than Enterprises, Holdings and DNS) in the Offer and the Merger is all cash, thus eliminating any uncertainties in valuing the consideration to be received by Cox’s stockholders (other than Enterprises, Holdings and DNS).

•  The fact that the Offer and the Merger will provide liquidity for public stockholders without incurring brokerage and other costs typically associated with market sales.

•  The fact that there are no unusual requirements or conditions to the Offer and the Merger, and the fact that Enterprises has the Commitment Letter from Citigroup, Lehman Brothers and JPMorgan Chase Bank to provide the financing necessary to consummate the Offer and the Merger expeditiously.

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      Enterprises and Holdings believe that the Offer is procedurally fair to Cox’s stockholders (other than Enterprises and its affiliates). Enterprises and Holdings base their belief on the following factors, each of which, in their judgment, supported their views as to the procedural fairness of the Offer and the Merger:

•  The fact that the Cox Board established a Special Committee of independent directors to negotiate with Enterprises.

•  The fact that the Special Committee consists of directors who are not officers or employees of Enterprises and are independent of Enterprises.

•  The fact that the Special Committee retained its own legal and financial advisors.

•  The fact that the Special Committee and its advisors conducted extensive due diligence of Cox and negotiations with Enterprises and had the authority to reject the transactions proposed by Enterprises.

•  The fact that Enterprises did not participate in or have any influence over the deliberative process of, or the conclusions reached by, the Special Committee or the negotiating positions of the Special Committee.

•  The fact that the Offer and the Merger were approved unanimously by the Special Committee, which determined that the Offer and the Merger were fair to and in the best interests of Cox’s stockholders (other than Enterprises, and its affiliates).

•  The Special Committee’s unanimous recommendation that Cox’s minority stockholders tender their Shares in the Offer.

•  The fact that the Special Committee received an opinion from its independent financial advisor, Goldman Sachs to the effect that, as of the date of the opinion and based upon and subject to the factors, limitations and assumptions set forth in the written opinion, the $34.75 per Share in cash to be received by holders of Shares (other than Enterprises and its affiliates) was fair from a financial point of view to such holders.

•  The fact that the Offer Price and other terms and conditions of the Offer and the Merger were the result of arm’s-length, good faith negotiations between Enterprises and the Special Committee and their respective financial and legal advisors.

•  The fact that the Special Committee was deliberate in its process, taking approximately ten weeks to analyze and evaluate Enterprises’ proposal and to negotiate with Enterprises the terms of the Offer.

•  The fact that the Offer is subject to the Majority of the Minority Condition, which Enterprises and Holdings have agreed not to waive without the Special Committee’s approval.

•  The fact that each Cox stockholder can individually determine whether to tender his or her Shares pursuant to the Offer.

•  The fact that the Offer and the Merger have been structured to include a first-step cash tender offer for any and all outstanding Shares not otherwise owned by Holdings or DNS, thereby enabling Cox’s stockholders (other than Enterprises, Holdings and DNS) who tender their Shares to receive promptly $34.75 net per Share in cash, and the fact that any Cox stockholders (other than Enterprises, Holdings and DNS) who do not tender their Shares or properly exercise their appraisal rights will receive the same price per Share in the subsequent Merger.

•  The fact that, while no appraisal rights are available to Cox’s stockholders as a result of the Offer, Cox’s stockholders (other than Enterprises, Holdings and DNS) who do not tender pursuant to the Offer will have the right to dissent from the Merger and to demand appraisal of the fair value of their Shares under the DGCL. See “Special Factors — Appraisal Rights.”

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      Neither Enterprises nor Holdings found it practicable to assign, nor did either of them assign, relative weights to the individual factors considered in reaching their conclusion as to the fairness of the Offer and the Merger. Enterprises and Holdings did not consider the potential for alternative transactions involving Cox, since Enterprises, as the controlling stockholder of Cox, had determined that it would not consider or participate in any alternative transaction involving any sale of Cox or of Enterprises’ or Holdings’ interests therein to a third party. The liquidation of Cox’s assets was not considered to be a viable course of action based on Enterprises’ desire for Cox to continue to conduct its business as a subsidiary of Enterprises and remain an integral component of Enterprises’ overall strategy. In addition, Enterprises is not aware of any offer made during the last two years for Cox; thus no comparison of the Offer Price was made to any such offer. The foregoing discussion of the information and factors considered and given weight by Enterprises and Holdings is not intended to be exhaustive but is believed to include all material factors considered by Enterprises and Holdings.

      Enterprises’ and Holdings’ views as to the fairness of the Offer to stockholders of Cox should not be construed as a recommendation to any stockholder as to whether that stockholder should tender such stockholder’s Shares in the Offer.

Annual Appraisal for Compensatory Purposes

      Since 1968, as part of its senior officer compensation package, Enterprises has provided incentive compensation awards based on the appreciation, if any, from year to year in its businesses and investments. Each year since 1968 Enterprises has obtained appraisals as of December 31st from two independent appraisal firms and has used the average of the two appraisals to determine the change in value of Enterprises from year to year. Cox is one of the businesses that is a component of the overall value of Enterprises for purposes of calculating senior officer compensation. Since 1968, Richard Sleavin, LTD (“Sleavin”), has been engaged as one of the appraisal firms, and since 1991 Bond & Pecaro, Inc. has served as the second appraisal firm. Each appraisal firm was initially engaged by Enterprises on the basis of such firm’s service to Enterprises on other appraisal projects. Enterprises has continued to engage both firms in connection with Enterprises’ incentive compensation awards because of such firms’ familiarity with Enterprises’ businesses and investments and Enterprises’ incentive compensation plans.

      In preparing its appraisal, Bond & Pecaro reviewed publicly available information related to the cable industry as well as data provided by Enterprises, consisting primarily of projections and unaudited financial statements. Bond & Pecaro analysts assessed the value of Cox stock and other Enterprises assets based upon cost and the income and resale potential of the businesses, tempered by consideration of recent comparable sales and then-current marketplace conditions.

      In preparing its appraisal, Sleavin analyzed the history of Cox, the economic outlook for the U.S. economy generally and the cable industry specifically, book value and the financial condition of Cox, goodwill and other intangibles, the demographic and retail sales characteristics of each of Cox’s cable television markets, recent comparable sales in the cable industry, as well as the stock prices of Cox and other publicly traded cable companies.

      Both Bond & Pecaro and Sleavin determined that the per Share value held by Cox’s stockholders, other than Enterprises and its subsidiaries, as of December 31, 2003, was $34.03, the average of the closing price for the Shares on the last twenty trading days of 2003. The values ascribed by Bond & Pecaro and Sleavin to Enterprises’ stake in Cox as of December 31, 2003, were $21.3 billion and $25.0 billion, respectively.

      Neither Enterprises nor any of its affiliates, including Cox, had any material relationship with either Bond & Pecaro or Sleavin, and no such relationship was mutually understood to be contemplated. Bond & Pecaro does provide appraisal and valuation services to Cox from time to time in connection with tax and accounting matters, and Bond & Pecaro receives customary compensation for such services. There were no limitations imposed by Enterprises or its affiliates on the scope of the review by either appraisal firm.

      Enterprises did not commission these appraisals in connection with the Offer and Merger. The Enterprises officers who worked on the Offer (see “Background of the Offer”) were aware of these

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appraisals and had reviewed them earlier in the year as part of the routine executive compensation and incentive award determination process. However, since the primary objective of the appraisals was to evaluate year-over-year changes in the overall value of Enterprises and its holdings, the Enterprises officers who worked on the Offer did not consider these appraisals or deem them relevant in connection with the determination of fair consideration to be paid to Cox’s stockholders. For a description of Enterprises’ position regarding fairness of the consideration to be paid to Cox’s stockholders pursuant to the Offer and the Merger, refer to “Position Of Enterprises And Holdings Regarding Fairness Of The Offer And The Merger.”

Summary of Financial Analyses of Citigroup and Lehman Brothers

      In connection with its consideration of a potential transaction, Enterprises engaged Citigroup and Lehman Brothers as its financial advisors. On August 25, 2004, Citigroup and Lehman Brothers made a presentation to the Special Committee. This presentation was also delivered to certain members of management of Enterprises. The following is a summary of the material financial analyses furnished by Citigroup and Lehman Brothers to the Special Committee and certain members of management of Enterprises. However, it does not purport to be a complete description of the analyses performed by Citigroup and Lehman Brothers or of their presentations to the Special Committee or Enterprises. Enterprises did not request, and Citigroup and Lehman Brothers did not provide, any opinion to either Enterprises or Cox’s stockholders as to the fairness of the Offer Price or any valuation of Cox for the purpose of assessing the fairness of such consideration.

      The following summary is included here only for informational purposes and to comply with applicable Securities and Exchange Commission disclosure requirements.

      Some of the summaries of financial analyses described below include information presented in tabular format. In order to understand fully the financial analyses performed by Citigroup and Lehman Brothers, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Citigroup and Lehman Brothers.

      Comparison of Consideration with Historical Stock Prices. The financial advisors compared the initial $32 net per share offer price to Cox’s stock price as of July 30, 2004, and average stock prices over periods of ten days, 30 days, 60 days, 90 days, year-to-date, as well as for one year and two years preceding July 30, 2004. The value of a $32 net per share offer price represents a 16% premium to the July 30, 2004 closing price of $27.58 and a 14% premium to the 30-day average.

Premium of $32 net per share offer price relative to	Premium
July 30, 2004		16	%
10-Day average		14	%
30-Day average		14	%
60-Day average		9	%
90-Day average		6	%
Year-to-date average		1	%
1-Year average		(1	)%
2-Year average		4	%

      All premiums in the table above are for periods prior to July 30, 2004.

      Peer Comparison Analysis. Citigroup and Lehman Brothers performed certain of their analyses, described in more detail below, with respect to five publicly traded companies deemed by each of Citigroup and Lehman Brothers to be generally comparable to Cox (the “Comparative Peer Companies”). The Comparative Peer Companies included in Citigroup and Lehman Brothers’ analyses were: Cablevision Systems Corporation, Charter Communications, Inc., Comcast Corporation, Insight Communications Company, Inc. and Mediacom Communications Corporation.

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      Citigroup and Lehman Brothers analyzed selected projected operating information from Cox’s Fall 2003 long range plan and valuation multiples for Cox and compared selected projected data and valuation multiples to that of the Comparative Peer Companies.

      Based on the initial $32 net per Share offer price, Citigroup and Lehman Brothers calculated the implied enterprise value per subscriber of Cox. Citigroup and Lehman Brothers calculated the implied enterprise value per subscriber for each of the Comparative Peer Companies based on the closing stock price of each Comparative Peer Company on July 30, 2004. Citigroup and Lehman Brothers calculated the average of the implied enterprise value per subscriber for the Comparative Peer Companies based on the closing stock price of each Comparative Peer Company on July 30, 2004 and compared it to the implied enterprise value per subscriber of Cox based on the $32 net per Share offer price. This analysis indicated that the $32 net per Share offer price represents over a 34% premium to the average implied enterprise value per subscriber of the Comparative Peer Companies based on the closing stock price of each Comparative Peer Company on July 30, 2004.

      Based on the initial $32 net per Share offer price, Citigroup and Lehman Brothers reviewed enterprise values (excluding the value of Discovery) as a multiple of estimated fiscal year ending December 31, 2004 earnings before interest, taxes, depreciation and amortization, commonly known as EBITDA. Citigroup and Lehman Brothers also reviewed enterprise values as a multiple of estimated fiscal year ending December 31, 2004 EBITDA for each Comparative Peer Company based on the closing stock price of each Comparative Peer Company on July 30, 2004. Citigroup and Lehman Brothers calculated the average enterprise value/estimated 2004 EBITDA multiple for the Comparative Peer Companies based on the closing stock price of each Comparative Peer Company on July 30, 2004 and compared it to the enterprise value/estimated 2004 EBITDA multiple for Cox based on the $32 net per Share offer price.

      The table below summarizes the analysis.

Comparative Peer Comparison
	Implied Enterprise		Implied Enterprise
	Value/Subscriber		Value/ 2004E EBITDA
Cablevision Systems Corporation	$	2,735		7.3	x
Charter Communications, Inc.	$	2,803		8.8	x
Comcast Corporation	$	3,280		9.0	x
Insight Communications Company, Inc.	$	3,224		9.8	x
Mediacom Communications Corporation	$	2,482		9.0	x
Comparative Peer Average	$	2,905		8.8	x
$32 net per Share offer price	$	3,896		9.9	x

Other Financial Analyses Performed by Citigroup and Lehman Brothers

      On July 30, 2004, Citigroup and Lehman Brothers sent preliminary discussion materials to certain members of management of Enterprises. The discussion material included, among other information, a preliminary analysis of summary valuation ranges based on historical stock prices, comparing selected operating data and valuation multiples of Cox to those of the Comparative Peer Companies, comparing premia paid in precedent minority buy-in transactions and estimates of future discounted cash flows based on Cox’s Fall 2003 long range plan. The preliminary valuation range presented for the historical stock prices analysis was $27.17-$36.95. The preliminary valuation range presented for the Comparative Peer Companies analysis was $28.65-$32.43. The preliminary valuation range presented for the precedent buy-in transactions with total consideration in excess of $1.0 billion was $29.24-$36.76. The preliminary valuation range presented for the discounted cash flow analysis was $35.38-$47.16. When adjustments to revenue growth and capital spending were made to Cox’s Fall 2003 long-range plan by Citigroup and Lehman Brothers, the resulting preliminary valuation range presented for the discounted cash flow analysis was $25.34-$33.94. Citigroup and Lehman Brothers stated in their October 7 presentation that other financial analyses such as comparisons to Comparative Peer Companies and comparisons to historical stock prices

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are more meaningful measures to value Cox due to the significant uncertainty of Cox’s performance after 2006, as acknowledged by Cox’s management when they presented the revised long range plan, due in part to increasing competition.

      Precedent Premium Paid Analysis. Citigroup and Lehman Brothers analyzed certain information relating to 8 selected minority buy-in transactions announced since 2000 with aggregate consideration in excess of $1 billion. For each of the precedent transactions, Citigroup and Lehman Brothers calculated and compared the final purchase price per share to historical stock prices. The following table presents the results of this analysis:

		Precedent Transactions in Excess
		of $1 Billion
		Range	Mean			Median
Initial Premium Over 1 Day Prior Close		1%-32%		13	%		13	%
Percent Increase in Offer		1%-17%		8	%		5	%
Final Bid Premium to:
	1-Day Average	5%-32%		20	%		19	%
	30-Day Average	(2)%-63%		33	%		32	%
	90-Day Average	1%-49%		30	%		30	%
Percent of 52-Week High Price		80%-116%		97	%		98	%

      On October 7, 2004, Citigroup and Lehman Brothers presented a response to the report presented by Goldman Sachs on September 28, 2004. In the October 7 presentation, Citigroup and Lehman Brothers performed a discounted cash flow analysis of Cox based on the revised long range plan using a discount rate of 9.5%. Citigroup and Lehman Brothers applied such discount rate to the 2009 terminal value implied by EBITDA multiples ranging from 8.0x to 9.0x and the 2009 cable EBITDA based on a sensitivity analysis applied to the revised long range plan. Citigroup and Lehman Brothers used an estimated value for Discovery and Cox Business Services based on research analysts’ consensus of values for both assets of $2.552 billion and $1.438 billion, respectively. Using this analysis, Citigroup and Lehman Brothers derived an implied per share equity reference range for Cox of $29.80 to $33.00, 80% of the value of which is captured in the terminal year. However, as discussed above, Citigroup and Lehman Brothers stated that other financial analyses such as comparisons to the Comparative Peer Companies and comparisons to historical stock prices are more meaningful measures to value Cox than a discounted cash flow analysis due to the significant uncertainty of Cox’s performance after 2006. Citigroup and Lehman Brothers performed this analysis to rebut the discounted cash flow analysis used by Goldman Sachs in their September 28 presentation.

Purpose and Structure of the Offer and the Merger; Reasons of Enterprises for the Offer and the Merger.

      The Purchasers are offering to purchase all of the Shares not otherwise owned by Holdings or DNS at $34.75 per Share, net to the seller in cash without interest. The Merger Agreement contemplates the Offer as an initial step. Pursuant to the Merger Agreement, as soon as practicable after the completion of the Offer and the satisfaction or waiver of the conditions to the Merger set forth in the Merger Agreement, Holdings and DNS will contribute the Cox common stock held by them to a wholly owned subsidiary of Holdings, CEI-M. CEI-M will then merge with and into Cox in accordance with the applicable provisions of the DGCL with Cox as the surviving corporation. We believe this structure will effect a prompt and orderly transfer of the ownership of the Shares from the public stockholders to Enterprises.

      The purpose of the Offer and the Merger is for Enterprises to increase its ownership of the outstanding common stock of Cox from approximately 62% to 100%. Upon consummation of the Merger, Cox will become an indirect, wholly owned subsidiary of Enterprises.

      Enterprises approved the issuance of a portion of Cox’s equity to the public as consideration for Cox’s purchase of Times Mirror’s cable systems in 1995. Cox also used its publicly traded stock as consideration for its acquisitions of cable systems, such as its Las Vegas, Nevada system and TCA Cable TV, Inc.

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      Enterprises decided to pursue the Offer and Merger for a number of related reasons. First, the broadband communications business is well-known to Enterprises, and increasing its stake in Cox is, in the business judgment of Enterprises, the single most attractive investment opportunity available to Enterprises at the present time. In addition, Enterprises believes that in light of the very significant recent increases in competition in the broadband communications industry (for example, video, telephony and high-speed data competition from the regional bell operating companies and video competition from the satellite television providers), Cox’s opportunities for future growth will be enhanced through a private company structure.

      Second, the current environment of the capital markets makes the Offer and Merger viable at this time. Interest rates are at historical lows and capital is readily available. Under these circumstances, the consolidated balance sheet and projected cash flows of Enterprises and its subsidiaries (including the balance sheet and projected cash flows of Cox), are sufficient to obtain and service the indebtedness incurred to finance the transaction and to repay that indebtedness within a period of time acceptable to Enterprises.

      Third, by being privately held, Cox will be relieved of many of the burdens and constraints imposed on public companies. Most important, Cox and its management will be able to focus on long-term operational and growth objectives, rather than meeting the short-term results expectations of the public equity markets and the investment community. As a privately held company, Cox will no longer have the competitive disadvantage of being obligated to publicly disclose its business strategies. Moreover by eliminating publicly held equity, Cox will be able to reduce its regulatory and compliance costs and expenses.

      Finally, the decline in the trading prices of stock of all companies in the broadband communications sector over the past year, including the Shares, reflects adverse industry trends, most notably increased competition. The broadband communications sector continues to be re-rated downward by market and research analysts. Because there is no evidence of a catalyst to drive stock prices back up to previous levels, Enterprises has no reason to believe that the current negative market sentiment toward broadband communication companies will reverse in the foreseeable future.

The Merger; Plans for Cox After the Offer and the Merger; Certain Effects of the Offer.

      Shares acquired by Cox, if any, pursuant to the Offer will be either placed in treasury or cancelled and returned to the status of authorized but unissued stock, and such stock will be available for issuance by Cox without further stockholder action, except as required by applicable law or the rules of the NYSE or any other securities exchange on which the Shares are then listed. We have no plans to issue the Shares purchased in the Offer.

      After the completion of the Offer, immediately prior to the Merger, Holdings and DNS will transfer all Cox common stock held by them to CEI-M. If, following the purchase of Shares pursuant to the Offer, Holdings and DNS own at least 90% of the outstanding Shares, the parties to the Merger Agreement have agreed to take all necessary and appropriate action to cause a Short-Form Merger to become effective as soon as practicable after the satisfaction or waiver of the conditions to the Merger set forth in the Merger Agreement without a meeting or vote of Cox’s stockholders, in accordance with Section 253 of the DGCL. If, following the purchase of the Shares pursuant to the Offer, Holdings and DNS own less than 90% of the outstanding Shares, the parties to the Merger Agreement have agreed to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction or waiver of the conditions to the Merger set forth in the Merger Agreement, in accordance with Section 251 of the DGCL. In furtherance thereof, Cox has agreed to (i) duly call, give notice of, convene and hold a special meeting of stockholders as soon as practicable following the purchase of Shares pursuant to the Offer to consider and vote upon the approval and adoption of the Merger Agreement and the Merger and (ii) Enterprises has agreed in the Merger Agreement to cause Holdings and DNS to vote all Cox common stock owned by them in favor of the approval and adoption of the Merger Agreement and the Merger and thereby approve the Merger. After the Merger, Cox will be an indirect, wholly owned subsidiary of Enterprises.

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      If sufficient Shares are not tendered in the Offer such that the tendered Shares, together with the Shares already owned by Holdings and DNS, would represent at least 90% of the outstanding Shares upon the expiration of the Offer and the Offer is completed, then prior to consummation of the Merger, Holdings may decide to acquire additional Shares on the open market or in privately negotiated transactions. Any such purchases would be made at either market prices or privately negotiated prices at the time of purchase, which may be higher or lower than or the same as the Offer Price. In addition, if, following the purchase of Shares pursuant to the Offer, Holdings and DNS own less than 90% of the outstanding Shares, Holdings and DNS might convert shares of Class C common stock into Class A common stock to the extent that, after giving effect to such conversion, Holdings and DNS would own in the aggregate the number of Shares necessary to effect a Short-Form Merger.

      Following the purchase of Shares pursuant to the Offer, but until the Merger is consummated, Cox will continue as a public company. If the Merger takes place, Cox will no longer have any publicly traded equity securities outstanding. However, Cox has a series of debt securities outstanding that is listed for trading on the NYSE. As long as these debt securities remain so listed, Cox will continue to file periodic reports pursuant to Section 13 of the Exchange Act. Holders of these debentures have the right to require Cox to repurchase their debentures in April 2005, and Cox will have the right to redeem these debt securities in April 2005. In addition, Cox may have continuing Exchange Act reporting requirements under its outstanding debt securities.

      Except as otherwise described in this Offer to Purchase, the Purchasers have no current plans, proposals or negotiations which relate to or would result in: (i) an extraordinary corporate transaction, such as a merger (other than the Merger), reorganization or liquidation involving Cox; (ii) any purchase, sale or transfer of a material amount of assets of Cox, except as described below; (iii) any material change in Cox’s present dividend rate or policy; (iv) any change in the Cox Board, the management of Cox or any change in any material term of the employment contract of any executive officer of Cox; or (v) any other material change in Cox’s corporate structure or business. A portion of the financing for the Offer and the Merger will be an 18-month bridge loan to Cox. The Purchasers currently contemplate refinancing any bridge financing with medium- to long-term debt securities offered and sold in either public offerings or private placements. This is not an offer to purchase any such debt securities. Any offer will be made pursuant to a separate offering document and the timing and terms of any such offer will depend on market conditions and other factors beyond the control of the Purchasers. If Cox is unable to refinance any bridge loan, it is possible that Cox may sell assets or seek outside investors to repay some or all of the bridge financing.

      In connection with the Offer and the Merger, Enterprises expects to review Cox and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel to determine what changes, if any, would be desirable following the Merger in order to best organize and integrate the activities of Cox and Enterprises. Enterprises expressly reserves the right to make any changes that it deems necessary or appropriate in light of its review or in light of future developments. In addition, Enterprises and Cox regularly review acquisition opportunities in the mass communications industry and may pursue such opportunities when appropriate.

      As a result of the Offer, the direct and indirect interest of Enterprises in Cox’s net book value and net earnings will increase to the extent of the number of Shares acquired under the Offer. Following consummation of the Merger, Enterprises’ indirect interest in such items will increase to 100%, and Enterprises and its subsidiaries will be entitled to all benefits resulting from that interest, including all income generated by Cox’s operations and any future increase in Cox’s value. Similarly, Enterprises will also bear the risk of losses generated by Cox’s operations and any decrease in the value of Cox after the Merger. Upon consummation of the Merger, Cox will become a privately held corporation. Accordingly, former stockholders of Cox, will not have the opportunity to participate in the earnings and growth of Cox after the Merger and will not have any right to vote on corporate matters. Similarly, former stockholders of Cox will not face the risk of losses generated by Cox’s operations or decline in the value of Cox after the Merger. However, certain officers, directors and employees of Cox hold stock options with an exercise price which exceeds the Offer Price. Such option holders will retain these “underwater” options following

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the Merger and will, therefore, have the opportunity to participate in the earnings and growth of Cox and will face the risk of losses generated by Cox after the Merger. Upon the completion of the Merger, Enterprises’ interest in Cox would increase from 62.4% (on a fully-diluted basis) to 100%. Based on Cox’s results for the fiscal year ended December 31, 2003 and assuming completion of the Merger as of December 31, 2003, this increase would result in Enterprises’ beneficial interest in Cox’s net book value and net losses increasing by approximately $3,564 million and $52 million, respectively.

      Enterprises believes that the employees of Cox are important to the business and operations of Cox, and Enterprises plans to work with management of Cox to minimize disruption to Cox’s workforce.

Conduct of Cox’s Business if the Offer is Not Completed.

      If the Offer is not completed because the Majority of the Minority Condition, the Cox Financing Condition or another condition is not satisfied or waived, Enterprises and Holdings expect that Cox’s current management will continue to operate Cox’s business substantially as presently operated. However, Enterprises and Holdings anticipate that if the Offer is not completed, Enterprises will re-evaluate the ownership structure and capital management policies of Cox. In particular, Enterprises may consider:

•  engaging in open market or privately negotiated purchases of Shares to increase Enterprises’ aggregate beneficial ownership of the Shares to at least 90% of the outstanding Shares and then to effect a Short- Form Merger (subject to the terms of the Merger Agreement, pursuant to which each of Cox, Enterprises, Holdings and CEI-M have agreed that if the Offer is terminated in accordance with the terms of the Merger Agreement without the purchase of the Shares thereunder, none of them (or their controlled affiliates) will purchase or offer to purchase Shares for a period of 90 days after the date of such termination without Cox’s consent);

•  keeping outstanding the public minority interest in Cox, in which case the public stockholders of Cox would receive no cash for their Shares and would bear the risk that the trading price per Share could decline to a price that is less than the Offer Price; or

•  reevaluating Cox’s dividend and share repurchase policies.

      If Enterprises were to pursue any of these alternatives, it might take considerably longer for the public stockholders of Cox to receive any consideration for their Shares (other than through sales in the open market) than if they had tendered their Shares in the Offer. Any such transaction may result in proceeds per Share to the public stockholders of Cox that are more or less than or the same as the Offer Price or could adversely affect the liquidity and market value of the remaining Shares held by the public.

The Merger Agreement.

      The following is a summary of material provisions of the Merger Agreement, which is attached as Annex II to this Offer to Purchase. This summary is not a complete description and is qualified in its entirety by reference to the Merger Agreement. Capitalized terms not otherwise defined in the following shall have the meanings set forth in the Merger Agreement.

      The Offer. Pursuant to the Merger Agreement, Cox and Holdings are obligated to commence the Offer as promptly as practicable following public announcement of the Merger Agreement. Following the satisfaction of the Majority of Minority Condition and the other conditions specified in “The Tender Offer — Section 12. Certain Conditions To The Offer,” any of which conditions (except for the Majority of Minority Condition and the Cox Financing Condition) may be waived exclusively by Holdings, (i) Holdings would purchase up to and including, but not more than, 43,165,467 Shares in the aggregate, and (ii) Cox would purchase all of the remaining Shares tendered pursuant to the Offer; provided, however, that if the number of Shares tendered pursuant to the Offer, when added to the Shares then owned by Holdings and DNS would represent at least 90% of the outstanding Shares, Holdings would purchase all of the Shares validly tendered pursuant to the Offer (and not yet accepted). The obligations of Holdings and Cox to commence the Offer and to accept for payment and to pay for any Shares

46

tendered pursuant to the Offer are subject only to the conditions specified in “The Tender Offer — Section 12. Certain Conditions To The Offer.”

      As permitted by the Merger Agreement, Enterprises and Holdings have waived the condition to the Offer that Enterprises shall have obtained funding under the new credit facilities arranged in connection with the Offer and the Merger. This condition was included in the initial terms and conditions of the Offer pursuant to the Merger Agreement, as described in condition (f) in “The Tender Offer — Section 12. Certain Conditions to the Offer.” The waiver was made effective as of November 2, 2004.

      Holdings has the right to extend the Offer on behalf of Holdings and Cox beyond the expiration date for any of the following events: (i) from time to time if, at the initial expiration date (or extended expiration date of the Offer, if applicable), any of the conditions to the Offer have not been satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the SEC or any period required by applicable law; or (iii) if Shares have been accepted for payment but the number of Shares collectively owned by Holdings and DNS is less than 90% of the then outstanding Shares, for an aggregate period of not more than 15 business days (for all such extensions) beyond the date on which Shares are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act) in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Offering Period”). If provided, a Subsequent Offering Period would be an additional period of time, following the Expiration Date and the acceptance for payment of any Shares that are validly tendered in the Offer and not properly withdrawn prior to the Expiration Date, during which holders of Shares that were not previously tendered in the Offer may tender such Shares to the Purchasers in exchange for the Offer Price on the same terms that applied to the Offer. Holdings or Cox will accept for payment, and pay for, any Shares that are validly tendered during a Subsequent Offering Period, if provided, as promptly as practicable after any such Shares are validly tendered during such Subsequent Offering Period. Holders of Shares that are validly tendered during a Subsequent Offering Period, if provided, will not have the right to withdraw such tendered Shares.

      In the event that all of the conditions to the Offer have not been satisfied or waived at the then scheduled expiration date of the Offer, at the request of the Special Committee, Holdings will extend the expiration date of the Offer in such increments as Holdings may determine until the earliest to occur of (i) the satisfaction or waiver of such conditions, (ii) the termination of the Merger Agreement in accordance with its terms, and (iii) the determination that such conditions are not reasonably capable of being satisfied.

      Holdings has expressly reserved the right to amend or make changes in the terms and conditions of the Offer, provided that, without the prior written consent of Cox and the Special Committee, Holdings shall not do any of the following: (i) decrease the Offer Price or change the form of consideration to be paid in the Offer; (ii) impose any conditions to the Offer other than the conditions specified in “The Tender Offer — Section 12. Certain Conditions To The Offer;” (iii) otherwise amend the Offer in a manner that would materially and adversely affect the holders of Shares; (iv) amend or waive the Majority of Minority Condition or the Cox Financing Condition; or (v) decrease the number of Shares to be purchased by Holdings pursuant to the Offer.

      The Merger. The Merger Agreement provides that Holdings will cause CEI-M to merge with and into Cox in accordance with the applicable provisions of the DGCL as soon as practicable after the completion of the Offer and the satisfaction or waiver of the conditions to the Merger set forth in the Merger Agreement. Immediately prior to the Merger, Holdings and DNS will each contribute to CEI-M all shares of Cox’s Class A common stock and Class C common stock then owned by them. Following the Merger, Cox shall be the Surviving Corporation and the separate corporate existence of CEI-M shall cease. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Shares, each Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, Shares owned by Enterprises, Holdings, or CEI-M and Shares held in Cox’s treasury or by any wholly owned subsidiary of Cox) will be converted into and represent the right to receive the Merger

47

Consideration, without interest. See the discussion below under “Appraisal Rights” for additional information regarding the exercise of appraisal rights. In addition, each share of CEI-M’s common stock issued and outstanding immediately prior to the Effective Time will be converted into one share of the common stock of the Surviving Corporation.

      The Merger Agreement provides that each employee or former employee of Cox who, on or prior to the Effective Time, is the holder of vested stock options to purchase Shares will be offered the right to receive an amount in cash (the “Option Cash Payment”) equal to the product of (i) the total number of Shares subject to such vested stock options and (ii) the amount, if any, by which the Merger Consideration exceeds the exercise price per Share of the Shares subject to such vested stock option rights. The vested stock options of any employee or former employee who accepts such offer will be cancelled upon the payment to any such employee or former employee of the Option Cash Payment. The right to receive the Option Cash Payment will be subject to the prior execution by the employee or former employee of all necessary written consents and releases, as determined by Enterprises in its sole discretion, to provide for the cancellation of the affected vested stock options.

      The Merger Agreement further provides that (i) upon consummation of the Merger, Cox’s certificate of incorporation and bylaws will be amended in their entireties to read as set forth in Exhibit 2.04(a) to the Merger Agreement (in the case of the certificate of incorporation) and Exhibit 2.04(b) to the Merger Agreement (in the case of the bylaws), and as so amended shall be the certificate of incorporation and bylaws of the Surviving Corporation, until thereafter amended in accordance with their respective terms and the DGCL, and the Surviving Corporation will timely make all necessary filings in connection therewith as required under the DGCL, (ii) the directors of Cox immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation, and (iii) the officers of Cox immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation.

      Short-Form Merger. If following the purchase of Shares pursuant to the Offer, Holdings and DNS own at least 90% of the outstanding Shares, the parties to the Merger Agreement have agreed to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction or waiver of the conditions to the Merger set forth in the Merger Agreement without a meeting or vote of Cox’s stockholders, in accordance with Section 253 of the DGCL.

      Stockholders Meeting. If following the purchase of the Shares pursuant to the Offer, Holdings and DNS own less than 90% of the outstanding Shares, the parties to the Merger Agreement have agreed to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction or waiver of the conditions to the Merger set forth in the Merger Agreement, in accordance with Section 251 of the DGCL. In furtherance thereof, Cox has agreed to (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the acceptance for payment and purchase of Shares pursuant to the Offer to consider and vote upon the approval and adoption of the Merger Agreement and the Merger; (ii) prepare and file with the SEC a preliminary proxy statement relating to the Merger Agreement and the Merger and use its best efforts, after consultation with Enterprises and Holdings, to respond promptly to any comments made by the staff of the SEC with respect to such preliminary proxy statement and cause a definitive proxy statement (together with any amendments or supplements thereto), to be mailed to its stockholders at the earliest practicable time, and to obtain the necessary approvals of the Merger Agreement and the Merger by its stockholders; and (iii) include in the proxy statement the fairness opinion (subject to consent of Goldman Sachs), and the recommendations of the Special Committee and the Cox Board that the Cox stockholders vote in favor of the approval and adoption of the Merger Agreement and the Merger; provided, however, that such recommendation may be withdrawn or modified by the Special Committee without the prior written consent of Enterprises to the extent that the Special Committee determines in good faith, after receiving the advice of outside counsel, that such recommendation would no longer be consistent with its

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fiduciary duties to Cox’s stockholders under applicable law. Holdings has agreed to vote, and Enterprises has agreed to cause DNS to vote, all shares of Cox common stock owned by them in favor of the approval and adoption of the Merger Agreement and the Merger at the stockholders meeting.

      Interim Operations. Cox has agreed that, prior to the Effective Time, unless Enterprises shall have agreed in writing or unless such action shall have been approved by a majority of the entire Cox Board, (i) the business of Cox and its subsidiaries will be conducted only in the ordinary and usual course of business consistent with past practice; (ii) Cox and its subsidiaries shall not make any material modifications in employee benefit plans, employment or compensation arrangements; (iii) Cox and its subsidiaries shall not grant any awards of restricted stock or stock options; and (iv) Cox and its subsidiaries will use their reasonable best efforts to keep available the services of its and their present officers and key employees and to preserve the good will of those having business relationships with any of them.

      Indemnification And Insurance. Enterprises and Cox have agreed that all rights to indemnification, advancement of expenses and exculpation existing at the time of the Merger Agreement in favor of the present or former directors or officers of Cox or its subsidiaries (“Indemnified Persons”), as provided in Cox’s certificate of incorporation and bylaws or similar documents of any of Cox’s subsidiaries, in effect as of the date of the Merger Agreement, with respect to matters occurring prior to the Effective Time, shall survive the Merger and continue in full force and effect after the Effective Time. Until the sixth anniversary of the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation and the certificate or articles of incorporation, bylaws or similar documents of its subsidiaries shall not be amended, repealed or otherwise modified in any manner that would materially adversely affect the rights thereunder, as of the Effective Time, of any Indemnified Person, with respect to matters occurring prior to the Effective Time. To the maximum extent permitted by law, all such indemnification of Indemnified Persons with respect to matters occurring before the Effective Time, shall be mandatory rather than permissive, and Cox, or the Surviving Corporation and their subsidiaries, as the case may be, shall advance expenses in connection with such indemnification. Enterprises and Cox have further agreed that all rights to indemnification or advancement of expenses existing as of the date of the Merger Agreement in favor of any Indemnified Person in any indemnification agreement between such person and Cox or any of its subsidiaries or under applicable law shall survive the Merger and continue in full force and effect in accordance with the terms of such agreement or law.

      Enterprises has agreed that Enterprises and the Surviving Corporation will jointly and severally, to the fullest extent permitted by applicable law, subject to certain provisions set forth in the Merger Agreement, indemnify, defend and hold the Indemnified Persons harmless against all losses, expenses and claims to the extent they are based on, related to, arise out of, or are in connection with (i) acts or omissions occurring or alleged to have occurred prior to the Effective Time in their capacities as officers or directors of Cox or its subsidiaries or (ii) the adoption and approval of the Merger Agreement, the Merger, the Offer and the transactions contemplated by the Merger Agreement.

      Enterprises has agreed that for six years from the Effective Time, Enterprises or the Surviving Corporation will obtain and maintain directors’ and officers’ liability insurance policies for the Indemnified Persons with respect to matters occurring prior to the Effective Time having terms no less favorable than those in effect on the date of the Merger Agreement; provided that in no event shall Enterprises or the Surviving Corporation be obligated to expend in order to obtain or maintain such insurance coverage any amount per annum in excess of 200% of the aggregate premiums currently paid or payable by Cox in 2004.

      Representations and Warranties. The Merger Agreement contains various customary representations and warranties of the parties thereto, including among others, representations as to due organization and existence, capitalization, corporate authority, no violation of the certificate of incorporation or bylaws, debt instruments or material agreements of Cox or applicable law resulting from the Offer and the Merger, accuracy of Cox’s public filings, including financial statements, absence of any material adverse change in Cox’s business and absence of undisclosed liabilities. Enterprises and Cox have agreed that for the purpose

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of determining whether a material adverse change has occurred for purposes of the relevant representation, there shall be excluded from such determination any change or effect relating to general economic conditions or generally affecting the industries in which Cox operates which are not disproportionate to Cox and any change or effect attributable to the execution, announcement and/or performance of the Merger Agreement. All of Cox’s representations are qualified by Enterprises’ knowledge.

      In addition, Holdings and CEI-M made a representation and warranty to Cox that none of Enterprises, Holdings or CEI-M has commenced negotiations, agreed in principle or executed any agreement pursuant to which all or any substantial portion of the material assets or properties of Cox or the Surviving Corporation or their subsidiaries would be offered, sold, leased, exchanged or otherwise disposed of, any material number of shares of capital stock of Cox or the Surviving Corporation or their subsidiaries would be offered or sold, Cox or the Surviving Corporation or their subsidiaries would be merged, combined or reorganized with another person or entity subsequent to the closing of the Merger, or that would constitute a material change to Cox’s existing long term business plan, and that neither Enterprises nor Holdings will be required to make any disclosure in the Schedule TO in response to paragraphs (c)(1) and (c)(2) of Rule 1006 of Regulation M-A that does not relate to the transactions contemplated by the Merger Agreement.

      Conditions to the Merger. The Merger Agreement provides that the respective obligations of Enterprises, Holdings and Cox to consummate the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of each of the following conditions: (a) Holdings or Holdings and Cox, as applicable, shall have purchased the Shares that have been tendered pursuant to the Offer, and the expiration date of the Offer shall have occurred; (b) the Merger Agreement shall have been approved and adopted by the requisite vote, if any, of the Cox stockholders; and (c) no court of competent jurisdiction or United States federal or state Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by the Merger Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

      Termination. The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether prior to or after approval by Cox’s stockholders: (a) by mutual written consent of Enterprises and Cox (acting at the direction of the Special Committee); (b) by either Enterprises or Cox (with the prior approval of the Special Committee) if the Effective Time has not occurred on or before July 19, 2005 (the “Termination Date”); provided, however, that the right to terminate the Merger Agreement under this subsection shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the Termination Date; (c) by either Enterprises or Cox (with the prior approval of the Special Committee) if any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; (d) by Enterprises at any time prior to the purchase of Shares pursuant to the Offer, if a breach of any representation, warranty, covenant or agreement on the part of Cox set forth in the Merger Agreement shall have occurred that would cause any condition specified in “The Tender Offer — Section 12. Certain Conditions To The Offer” not to be satisfied, and such breach shall not have been cured in order to satisfy the condition within 30 days of the date of such breach; (e) by Cox at any time prior to the purchase of Shares pursuant to the Offer, if a breach of any representation, warranty, covenant or agreement on the part of Enterprises, Holdings or CEI-M set forth in the Merger Agreement shall have occurred that would cause any condition specified in “The Tender Offer — Section 12. Certain Conditions To The Offer” not to be satisfied, and such breach shall not have been cured in order to satisfy the condition within 30 days of the date of such breach, other than the obligation to commence the Offer in accordance with Section 1.01(a) of the Merger Agreement, which shall require full compliance; or (f) by either Enterprises or Cox (with the prior approval of the Special Committee), if (x) the Offer shall have expired without any Shares being purchased pursuant to the Offer or (y) Holdings shall not have accepted

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for payment any Shares pursuant to the Offer by the 90th day from the date the Offer is commenced or such later date as contemplated by the 45 day period referenced in condition (g) specified in “The Tender Offer — Section 12. Certain Conditions To The Offer”; provided, however, that the right to terminate the Merger Agreement under this subsection shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of Holdings to purchase the Shares pursuant to the Offer on or before such date.

      Each of Cox, Enterprises, Holdings and CEI-M have agreed that if the Offer is terminated in accordance with the terms of the Merger Agreement without the purchase of the Shares, none of them (or their controlled affiliates) will purchase or offer to purchase Shares for a period of 90 days after the date of such termination without Cox’s consent (with the approval of the Special Committee).

      Amendments; Waivers. The Merger Agreement may not be amended except in writing, signed by Enterprises on the one hand and Cox (following approval of such action by the Special Committee) on the other hand; provided, however, that after any approval of the Merger Agreement by Cox’s stockholders, no amendment may be made without the further approval of Cox’s stockholders which would decrease the Merger Consideration or change any other terms and conditions of the Merger Agreement if any of the changes would, individually or in the aggregate, materially and adversely affect the Cox stockholders.

      At any time prior to the Effective Time, whether before or after approval of the Merger Agreement by Cox’s stockholders at the Special Meeting (if applicable), the Special Committee (on behalf of Cox) on the one hand, and Enterprises (on behalf of Enterprises, Holdings and CEI-M on the other hand) may (a) extend the time for the performance of any of the obligations or other acts of the other, (b) waive any inaccuracies in the representations and warranties made by the other or in any document, certificate or writing delivered by the other, or (c) waive compliance with any of the agreements of the other or with any conditions (other than the Majority of the Minority Condition and the Cox Financing Condition) to its or their own obligations. Any agreement on the part of a party to the Merger Agreement to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party by a duly authorized officer.

      Reasonable Best Efforts. Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by the Offer, the Merger and the Merger Agreement, and to cooperate with each other in connection with the foregoing, including using its reasonable best efforts to (a) obtain all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts, (b) obtain all necessary consents, approvals and authorizations as are required to be obtained under any federal, state or foreign law or regulation, (c) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by the Merger Agreement, (d) effect any necessary registrations and filings and submissions of information requested by governmental authorities, and (e) fulfill all conditions to the Merger Agreement.

      In furtherance of and not in limitation of the foregoing, Enterprises and Cox agreed not to take any action inconsistent with the memoranda of understanding regarding the contemplated dismissals of the Georgia and Delaware stockholder actions if such action would materially adversely affect Cox or the Special Committee, to cooperate in negotiating further agreements consistent with the memoranda of understanding, not to unreasonably refuse to execute such agreements, and to cooperate in the defense of any other litigation relating to the transactions contemplated by this Agreement. Enterprises and Cox also agreed that Cox would not settle any such litigation without Enterprises’ prior written consent and that following the Effective Time, any settlement of any such litigation would require a full release of Cox, its directors, including the Special Committee, and any of their financial and legal advisors. See “The Tender Offer — Section 13. Certain Legal Matters.”

      Enterprises and Cox also agreed to use reasonable best efforts to complete the transactions contemplated by the commitments for new bank credit facilities described in “The Tender Offer —

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Section 9. Source and Amount of Funds.” Enterprises has the authority to negotiate the facilities on behalf of Enterprises and Cox and to amend and modify the commitment letter and terms of the credit facilities so long as such amendment or modification does not adversely affect the likelihood of the facilities closing, complies with all applicable law and does not give rise to reasonable concerns regarding the solvency of Cox or the availability of sufficient surplus to complete the Offer and the Merger; provided, however, that Enterprises may not agree to, and Cox will not be obligated to execute, without the Special’s Committee prior approval, the Cox credit facilities or any amendment or modification thereto if the Cox credit facilities would commit Cox to pay any fees or expenses or to any obligations in each case if Shares are not purchased pursuant to the Offer.

      Expenses. Each party to the Merger Agreement will bear its own expenses, except that Enterprises has agreed to pay one-half of the printing and mailing costs and filing fees in connection with the Offer.

Appraisal Rights.

      Under Delaware law, holders of Shares do not have appraisal rights in connection with the Offer. However, if the Merger is consummated following completion of the Offer, each holder of Shares who (a) does not tender his or her Shares in the Offer and holds Shares at the Merger closing, (b) does not wish to accept the Merger Consideration, and (c) complies with the procedures provided for in Section 262 of the DGCL (“Section 262”) will be entitled to have his or her Shares appraised by the Delaware Court of Chancery and to receive a payment in cash of the “fair value” of those Shares as determined by the court. Since holders of Shares do not have appraisal rights in connection with the Offer, no demand for appraisal under Section 262 should be made at this time.

      The following summarizes provisions of Section 262 regarding appraisal rights that would be applicable in connection with the Merger. This discussion is not a complete statement of law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached as Schedule C to this Offer to Purchase.

      Notification of Merger’s Closing. Within 10 days after the closing of the Merger, Cox will notify the record holders of Shares (as of the closing date) of the consummation of the Merger and of the availability of and procedure for demanding appraisal rights.

      Electing Appraisal Rights. To exercise appraisal rights, the record holder of Cox’s common stock must, within 20 days after the date Cox mails the notice referred to in the prior paragraph, deliver a written demand for appraisal to Cox. This demand must reasonably inform Cox of the identity of the holder of record and that the stockholder demands appraisal of his, her or its Shares. A demand for appraisal must be delivered to: Cox Communications, Inc., 1400 Lake Hearn Drive, Atlanta, Georgia 30319, Attn: Corporate Secretary.

      Only Record Holders May Demand Appraisal Rights. Only a record holder of Shares is entitled to demand appraisal rights. The demand must be executed by or for the record holder, fully and correctly, as the holder’s name appears on the holder’s stock certificates.

•  If Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand should be executed in that capacity.

•  If Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all owners.

•  An authorized agent, including one of two or more joint owners, may execute the demand for appraisal for a holder of record. The agent must identify the owner or owners of record and expressly disclose the fact that, in executing the demand, the agent is acting as agent for the owner or owners of record.

•  A holder of record, such as a broker, who holds Shares as nominee for a beneficial owner, may exercise a holder’s right of appraisal with respect to Shares held for all or less than all of those beneficial owners’ interest. In that case, the written demand should set forth the number of Shares

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covered by the demand. If no number of Shares is expressly mentioned, the demand will be presumed to cover all Shares standing in the name of the record holder. Cox stockholders who hold their Shares in brokerage accounts or through any other nominee and wish to exercise appraisal rights should consult their brokers or other nominees to determine the procedures they must follow in order for their brokers and other nominees to exercise appraisal rights in respect of their Shares.

      Court Petition Must Be Filed. Within 120 days after the closing of the Merger, Cox or any stockholder who has satisfied the foregoing conditions may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares. The Purchasers will not have any obligation to file such a petition. Stockholders seeking to exercise appraisal rights should initiate all necessary action to perfect their rights within the time periods prescribed by Delaware law. Within 120 days after the closing of the Merger, any stockholder who has complied with the requirements under Section 262 for exercise of appraisal of rights may make a written request to receive from Cox a statement of the total number of Shares with respect to which demands for appraisal have been received and the total number of holders of these Shares. Cox will be required to mail these statements within ten days after it receives a written request.

      Appraisal Proceeding by Delaware Court. If a petition for an appraisal is timely filed, after a hearing on the petition, the Delaware Court of Chancery will determine which of the stockholders are entitled to appraisal rights. The court will appraise the Shares owned by the stockholders and determine their fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. The Delaware Supreme Court has stated that “proof of value by any techniques or methods which are generally considered applicable in the financial community and otherwise admissible in court” should be considered in the appraisal proceedings. In addition, Delaware courts have decided that the statutory appraisal remedy, in cases of unfair dealing, may or may not be a dissenter’s exclusive remedy. The court will also determine the amount of interest, if any, to be paid upon the value of the Shares to the stockholders entitled to appraisal. The value determined by the court for the Shares could be more than, less than, or the same as the Merger Consideration, but the form of the consideration payable as a result of the appraisal proceeding would be cash. The court may determine the costs of the appraisal proceeding and allocate them to the parties as the court determines to be equitable under the circumstances. The court may also order that all or a portion of any stockholder’s expenses incurred in connection with an appraisal proceeding, including reasonable attorneys’ fees and expenses and reasonable fees and expenses of experts utilized in the appraisal proceeding, be charged, on a pro rata basis, against the value of all of Cox’s common stock entitled to appraisal.

      Several decisions by the Delaware courts have held that in certain circumstances a controlling stockholder of a corporation involved in a merger has a fiduciary duty to other stockholders that requires that the merger be fair to other stockholders. In determining whether a merger is fair to other stockholders, Delaware courts have considered, among other things, the type and amount of the consideration to be received by the stockholders and whether there was fair dealing among the parties.

      Loss, Waiver or Withdrawal of Appraisal Rights. Holders of Shares will lose the right to appraisal if no petition for appraisal is filed within 120 days after the closing of the Merger. A stockholder will also lose the right to an appraisal by delivering to Cox a written withdrawal of the stockholder’s demand for an appraisal. Any attempt to withdraw that is made more than 60 days after the closing of the Merger requires Cox’s written approval. If appraisal rights are not perfected or a demand for appraisal rights is timely withdrawn, a stockholder will be entitled to receive the Merger Consideration, without interest.

      Dismissal of Appraisal Proceeding. If an appraisal proceeding is timely instituted, this proceeding may not be dismissed without the approval of the court as to any stockholder who has perfected a right of appraisal.

      Failure to follow the steps required by Section 262 for perfecting appraisal rights may result in the loss of such rights (in which event, a former holder of Shares will be entitled to receive the consideration specified in the Merger Agreement in accordance with the terms thereof).

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Security Ownership of Certain Beneficial Owners.

      The following table provides information as of October 31, 2004 with respect to the shares of Cox’s Class A common stock beneficially owned by (i) each of the directors and executive officers of Enterprises, Holdings and Cox and (ii) each person known by Cox to own more than 5% of any class of the outstanding voting securities of Cox.

				Percent of Class A
Name of Beneficial Owner	Amount of Class A Common Stock			Common Stock
Cox Enterprises, Inc.(a)(b)		393,288,968			62.0	%
Directors of Enterprises:
Barbara Cox Anthony(b)		393,288,968			62.0	%
Anne Cox Chambers(b)		393,288,968			62.0	%
James C. Kennedy		239,500	(e)		*
Robert C. O’Leary		17,721			*
Arthur M. Blank		6,850			*
Carl R. Gross		5,483			*
G. Dennis Berry		4,950	(f)		*
Richard L. Braunstein(c)		2,500			*
David E. Easterly		600			*
Officers of Enterprises:
Michael J. Mannheimer		14,173			*
John G. Boyette		3,500			*
Richard J. Jacobson		2,500			*
Gregory B. Morrison		751			*
Marybeth H. Leamer		500			*
Thomas B. Whitfield		100			*
Directors of Cox:
James O. Robbins		1,643,777	(g)		*
Andrew J. Young		13,481	(h)		*
Janet M. Clarke		5,838	(i)		*
Rodney W. Schrock		3,658	(j)		*
Officers of Cox:
Jimmy W. Hayes		263,964	(k)		*
Claus F. Kroeger		170,840	(l)		*
Patrick J. Esser		186,285	(m)		*
Scott A. Hatfield		144,536	(n)		*
John M. Dyer		127,285	(o)		*
James A. Hatcher		109,226	(p)		*
Dallas S. Clement		108,087	(q)		*
Jill Campbell		80,450	(r)		*
Christopher J. Bowick		76,424	(s)		*
William J. Fitzsimmons		44,888	(t)		*
Mae A. Douglas		33,596	(u)		*
Susan W. Coker		16,695	(v)		*
Other:
William H. Gates III(d)		33,893,886			5.7	%

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*  Less than 1%

(a)	Includes 27,597,792 shares of Class A common stock into which the Class C common stock indirectly beneficially owned by Enterprises may be converted at any time on a share-for-share basis. Of the shares of common stock of Cox that are beneficially owned by Enterprises, 340,710,646 shares of Class A common stock and 25,696,470 shares of Class C common stock are held of record by Holdings. The remaining 24,980,530 shares of Class A common stock and 1,901,322 shares of Class C common stock beneficially owned by Enterprises are held of record by DNS. All of the outstanding capital stock of Holdings and of DNS is beneficially owned by Enterprises. The beneficial ownership of the outstanding capital stock of Enterprises is described in footnote (b) below. The Class C common stock is convertible on a share for share basis into Class A common stock at the option of the holder.
(b)	As of October 28, 2004 there were 604,516,641 shares of common stock of Enterprises outstanding, with respect to which (i) Barbara Cox Anthony, as trustee of the Anne Cox Chambers Atlanta Trust, exercises beneficial ownership over 174,949,266 shares (28.9%); (ii) Anne Cox Chambers, as trustee of the Barbara Cox Anthony Atlanta Trust, exercises beneficial ownership over 174,949,266 shares (28.9%); (iii) Barbara Cox Anthony, Anne Cox Chambers and Richard L. Braunstein, as trustees of the Dayton Cox Trust A, exercise beneficial ownership over 248,237,055 shares (41.1%); and (iv) 274 individuals and other trusts exercise beneficial ownership over the remaining 6,381,054 shares (1.1%), including 43,734 shares held beneficially and of record by Garner Anthony, the husband of Barbara Cox Anthony (as to which Barbara Cox Anthony disclaims beneficial ownership). Thus, Barbara Cox Anthony and Anne Cox Chambers, who are sisters, together exercise sole or shared beneficial ownership over 598,135,587 shares (98.9%) of the common stock of Enterprises. Barbara Cox Anthony and Anne Cox Chambers are the mother and aunt, respectively, of James C. Kennedy, the Chairman of the Board of Directors and Chief Executive Officer of Enterprises and the Chairman of the Cox Board.
(c)	Richard L. Braunstein is a member of Dow, Lohnes & Albertson, PLLC, which firm represents Enterprises in connection with the Offer and the Merger and regularly represents Cox with respect to matters other than the Offer and the Merger.
(d)	These shares consist of 24,463,986 shares of Class A Common Stock owned by Cascade Investment, L.L.C. and 9,375,900 shares of Class A Common Stock owned by the Bill & Melinda Gates Foundation. William H. Gates III, as the sole member of Cascade and as the sole trustee of the Foundation, may be deemed to be the beneficial owner of all the shares of Class A Common Stock owned by Cascade and the Foundation. The number of shares shown is based on the number reported in the Amendment No. 1 to Schedule 13G filed with the Securities and Exchange Commission by Gates, Cascade and the Foundation on February 13, 2003. The business address of Cascade is 2365 Carillon Point, Kirkland, Washington 98033, the business address of the Foundation is 1551 Eastlake Avenue E., Seattle, Washington 98102, and the business address of Mr. Gates is One Microsoft Way, Redmond, Washington 98052.
(e)	Includes 6,000 shares owned by spouse and 28,500 shares owned by trusts for the benefit of children.
(f)	Owned by trust for the benefit of spouse.
(g)	Includes 1,217,782 shares subject to stock options that are exercisable within 60 days and 162,620 unvested shares of restricted stock.
(h)	Includes 2,000 shares owned by spouse and 3,651 unvested shares of restricted stock..
(i)	Includes 3,651 unvested shares of restricted stock.
(j)	Includes 3,658 unvested shares of restricted stock.
(k)	Includes 178,000 shares subject to stock options that are exercisable within 60 days and 55,360 unvested shares of restricted stock.
(l)	Includes 125,200 shares subject to stock options that are exercisable within 60 days and 32,220 unvested shares of restricted stock.

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(m)	Includes 107,300 shares subject to stock options that are exercisable within 60 days and 67,990 unvested shares of restricted stock.
(n)	Includes 119,731 shares subject to stock options that are exercisable within 60 days and 21,920 unvested shares of restricted stock.
(o)	Includes 74,600 shares subject to stock options that are exercisable within 60 days and 40,814 unvested shares of restricted stock.
(p)	Includes 80,834 shares subject to stock options that are exercisable within 60 days and 19,420 unvested shares of restricted stock.
(q)	Includes 69,020 shares subject to stock options that are exercisable within 60 days, 34,225 unvested shares of restricted stock and 1,400 aggregate shares held in the names of his children.
(r)	Includes 47,800 shares subject to stock options that are exercisable within 60 days and 30,270 unvested shares of restricted stock.
(s)	Includes 53,000 shares subject to stock options that are exercisable within 60 days and 22,140 unvested shares of restricted stock.
(t)	Includes 31,844 shares subject to stock options that are exercisable within 60 days and 11,590 unvested shares of restricted stock.
(u)	Includes 18,069 shares subject to stock options that are exercisable within 60 days and 14,760 unvested shares of restricted stock.
(v)	Includes 8,620 shares subject to stock options that are exercisable within 60 days and 7,117 unvested shares of restricted stock.

Transactions and Arrangements Concerning the Shares.

      To the knowledge of Enterprises, Holdings and Cox, no transactions in the Shares, except as set forth on Schedule B and other than purchases pursuant to the Cox Communications, Inc. Second Amended and Restated Long-Term Incentive Plan or Cox’s 2002 Employee Stock Purchase Plan have been effected during the past 60 days by (i) Cox or its executive officers, directors, affiliates and any associates or majority owned subsidiaries and any executive officer or director of any subsidiary, (ii) Enterprises or its executive officers, directors, affiliates and any associates or majority owned subsidiaries and any executive officer or director of any subsidiary, or (iii) Holdings or its executive officers, directors, affiliates and any associates or majority owned subsidiaries and any executive officer or director of any subsidiary.

      Since January 1, 2002, no purchases of Shares were made by Cox, Enterprises or Holdings, except as set forth on Schedule B.

      Neither Cox nor, to Cox’s knowledge, any of its affiliates, directors or executive officers or any person controlling Cox is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to, or in connection with, the Offer with respect to any securities of Cox (including, without limitation, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations).

      Except as described in this Offer to Purchase, since January 1, 2002, no negotiations, transactions or material contacts concerning a merger, consolidation, or acquisition, a tender offer for or other acquisition of any securities of Cox, an election of directors of Cox or a sale or other transfer of a material amount of Cox’s assets, has been entered into or has occurred between any of Cox’s affiliates, Enterprises or Holdings or between Cox or any of its affiliates and any unaffiliated person. On June 23, 2004, all 4,836,372 issued and outstanding shares of Cox’s Series A Convertible Preferred Stock were converted into 11,212,121 shares of Cox’s Class A Common Stock in accordance with the terms of the Certificate of Designations of Powers, Preferences and Rights of the Series A Convertible Preferred Stock. Upon conversion, all of the issued and outstanding Series A preferred shares were retired and all certificates representing the Series A preferred shares were cancelled.

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      Except as described in this Offer to Purchase, since January 1, 2001, Cox has not made any underwritten public offering of the Shares that was (i) registered under the Securities Act of 1933 or (ii) exempt from registration under the Securities Act of 1933 pursuant to Regulation A thereunder. To the knowledge of Enterprises and Holdings none of Cox, its executive officers, directors or affiliates has made any public recommendation with respect to the Offer other than the recommendation contained in Cox’s Schedule 14D-9 filed with the SEC in connection with the Offer.

      After reasonable inquiry and to the knowledge of Cox, Enterprises and Holdings, each executive officer and director of Cox, Enterprises and Holdings currently intends to tender all Shares held of record or beneficially owned by such person in the Offer, other than (a) restricted shares which are subject to transfer restrictions, (b) Shares such person has the right to purchase by exercising stock options, and (c) Shares owned by Holdings or DNS, subject to applicable personal considerations (including tax planning) and securities laws, including Section 16(b) of the Exchange Act. Other than the individuals described in the prior sentence, to the knowledge of Cox, Enterprises and Holdings, no affiliate of Cox (including Holdings and DNS) currently intends to tender Shares held of record or beneficially owned by such person in the Offer.

Related Party Transactions.

      Cox receives certain services from, and has entered into certain transactions with, Enterprises. Costs of the services that are allocated to Cox are based on actual direct costs incurred or on Enterprises’ estimate of expenses relative to the services provided to other subsidiaries of Enterprises. Cox believes that these allocations were made on a reasonable basis, and that receiving these services from Enterprises creates cost efficiencies; however, there has been no study or any attempt to obtain quotes from third parties to determine what the cost of obtaining such services from third parties would have been. The services and transactions described below have been reviewed by Cox’s Audit Committee, which has determined that such services and transactions are fair and in the best interest of Cox.

      Cox receives day-to-day cash management services from Enterprises, with settlements of outstanding balances between Cox and Enterprises occurring periodically at market interest rates. The amounts due to Enterprises are generally due on demand and represent the net balance of intercompany transactions. Both outstanding amounts due from and those due to Enterprises bear interest equal to Enterprises’ current commercial paper borrowing rate. As of December 31, 2002 and December 31, 2003, amounts due from (to) Enterprises to Cox were approximately $21.1 million and ($4.0 million), respectively. As of September 30, 2004, amounts due to Enterprises were approximately $12.7 million.

      Cox receives certain management services from Enterprises including legal, corporate secretarial, tax, internal audit, insurance, employee benefit (including pension plan) administration, fleet and other support services. Cox was allocated expenses related to these services of approximately $6.2 million for the year ended December 31, 2002, approximately $6.0 million for the year ended December 31, 2003 and $5.6 million for the nine months ended September 30, 2004.

      In connection with these management services, Cox reimburses Enterprises for payments made to third-party vendors for certain goods and services provided to Cox under arrangements made by Enterprises on behalf of Enterprises and its affiliates, including Cox. Cox believes such arrangements result in Cox receiving such goods and services at more attractive pricing than Cox would be able to secure separately. Such reimbursed expenditures include insurance premiums for coverage through Enterprises’ insurance program, which provides coverage for all of its affiliates, including Cox. Rather than self-insuring these risks, Enterprises purchases insurance for a fixed-premium cost from several insurance companies, including an insurance company owned indirectly by descendants of Governor James M. Cox, the founder of Enterprises, including James C. Kennedy, Chairman of the Cox Board, and his sister, who each own 25%. This insurance company is an insurer and reinsurer on various insurance policies purchased by Enterprises, and it employs an independent consulting actuary to calculate the annual premiums for general/auto liability and workers compensation insurance based on Cox’s loss experience, consistent with insurance industry practice. Cox’s portion of these insurance costs was approximately $27.2 million for the

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year ended December 31, 2002, $33.0 million for the year ended December 31, 2003, and approximately $24.0 million for the nine months ended September 30, 2004.

      Cox’s employees participate in certain Enterprises employee benefit plans, and Cox made payments to Enterprises in 2002 and 2003 for the costs incurred by reason of such participation, including self-insured employee medical insurance costs of approximately $77.5 million and $86.7 million, respectively, and executive pension plan payments of approximately $2.8 million and $6.4 million, respectively. For the nine months ended September 30, 2004, Cox made self-insured employee medical payments of $72.1 million and executive pension plan payments of $4.9 million.

      Cox and Enterprises share resources relating to aircraft owned by each company. Depending on need, each occasionally uses aircraft owned by the other, paying a cost-based hourly rate. Enterprises also operates and maintains two airplanes owned by Cox. Cox pays Enterprises on a quarterly basis for fixed and variable operations and maintenance costs relating to these two airplanes. Cox paid approximately $0.7 million during the year ended December 31, 2002, $1.2 million during the year ended December 31, 2003 and approximately $0.9 million during the nine months ended September 30, 2004 for use of Enterprises’ aircraft and maintenance of Cox’s aircraft by Enterprises, net of aircraft costs paid by Enterprises to Cox for use of Cox’s aircraft.

      Cox has historically paid rent and certain other occupancy costs to Enterprises for use of space in its corporate headquarters building. Enterprises holds the long-term lease of the Cox headquarters building. During 2002, Enterprises and its other affiliates moved to a new facility, and Cox became the sole occupant. At such time, Cox purchased from Enterprises business equipment located in that building at its depreciated net book value of approximately $7.2 million, which the parties believed to approximate fair value. Related rent and occupancy expense allocated based on occupied space and for the year ended December 31, 2002 was approximately $7.4 million. Related rent and occupancy expense was approximately $11.2 million for the year ended December 31, 2003 and approximately $7.4 million for the nine months ended September 30, 2004.

      From 1997 through 2002, Cox entered into a series of local joint ventures with Cox Interactive Media, Inc., (“Cox Interactive Media”) an indirect wholly owned subsidiary of Enterprises, to develop, operate and promote advertising supported local Internet content (“City Sites”) in the markets where Cox operates cable television systems featuring high-speed Internet access. Cox contributed approximately $41.1 million in the aggregate to the joint ventures for the period from inception through May 31, 2002 to fund its share of operating costs. During 2002, Cox and Cox Interactive Media agreed to terminate the relationship and entered into a transition services agreement under which Cox paid Cox Interactive Media approximately $7.0 million to continue to operate Cox’s City Sites during a transition period. The joint venture entities were dissolved as of December 31, 2002, and pursuant to a separate agreement dated December 31, 2002, Cox purchased certain assets used in the operation of the City Sites for insignificant cash consideration. Cox Interactive Media agreed to reimburse Cox approximately $0.2 million for certain expenses incurred in connection with obtaining certain software licenses related to the City Sites.

      In connection with Enterprises’ sale of shares of Cox Class A common stock to two private investors in 2001, Cox entered into agreements providing the two private investors with certain demand and piggyback registration rights. Enterprises has agreed to pay all fees and expenses associated with Cox’s performance under these registration rights agreements.

Interests of Certain Persons in the Offer.

      Interlocking Directors And Officers. In considering the recommendation of the Special Committee with respect to the Offer and the Merger, stockholders should be aware that certain officers and directors of Enterprises and Cox have interests in the Offer and the Merger which may present them with certain actual or potential conflicts of interest. Currently, of the seven directors of Cox, three are also directors and executive officers of Enterprises. Cox’s corporate secretary also serves as the corporate secretary of Enterprises and Holdings. In addition, Enterprises currently has no plans to alter or change the composition or size of the Cox Board following the Offer and the Merger.

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      Certain Interests Of Enterprises And Holdings. Stockholders also should be aware that Enterprises and Holdings have certain interests that present actual or potential conflicts of interest in connection with the Offer and the Merger. As a result of Enterprises’ current beneficial ownership of approximately 62% of the outstanding shares of Cox’s Class A common stock, including shares of Class A common stock into which Enterprises’ Class C common stock could be converted, representing 73% of the voting power, Enterprises controls Cox. The Special Committee and the Cox Board were aware of these actual and potential conflicts of interest. See “Special Factors — Recommendation Of The Special Committee And The Cox Board; Fairness Of The Offer And The Merger.”

      Stock Options and Restricted Stock. Certain officers and directors of Cox and Enterprises, like many other Cox employees, hold vested stock options, which may be exercised in accordance with their terms and the shares acquired thereby may be tendered in the Offer. Following the Offer, as part of the Merger, such employees, officers and directors will be offered the opportunity to cancel their vested options and, in exchange, receive a cash payment with respect to each share subject to such options equal in amount to the excess of the consideration offered to Cox stockholders in the Merger ($34.75 net per Share) over the exercise price under their options.

      Certain executive officers and directors of Cox and Enterprises may also hold shares of restricted stock of Cox. With respect to any restricted stock award that has become vested, those vested Shares are the same as any other Shares, and such persons are free to tender those Shares in accordance with the terms of the Offer. Unvested shares of restricted stock may not be tendered in the Offer. At the time of the Merger, shares of restricted stock that are not vested will be exchanged for the same consideration offered to Cox stockholders in the Merger so that such persons will receive a cash payment equal to $34.75 net per Share multiplied by the number of shares of restricted stock held by such person.

      Indemnification and Insurance. Enterprises and Cox have agreed that all rights to indemnification, advancement of expenses and exculpation existing at the time of the Merger Agreement in favor of the present or former directors or officers of Cox or its subsidiaries, as provided in Cox’s certificate of incorporation and bylaws or similar documents of any of Cox’s subsidiaries, in effect as of the date of the Merger Agreement, with respect to matters occurring prior to the consummation of the Merger, shall survive the Merger and continue in full force and effect after consummation of the Merger. See “Special Factors — The Merger Agreement.”

THE TENDER OFFER

1. Terms of the Offer; Expiration Date.

      Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment) if sufficient Shares are tendered in the Offer such that the tendered Shares, together with the Shares already owned by Holdings and DNS, would represent at least 90% of the outstanding Shares upon the expiration of the Offer, Holdings would purchase all Shares tendered in the Offer. However, if sufficient Shares are not tendered in the Offer such that the tendered Shares, together with the Shares already owned by Holdings and DNS would represent at least 90% of the outstanding Shares upon the expiration of the Offer, Holdings would purchase the first 43,165,467 Shares validly tendered and not withdrawn pursuant to this Offer. Cox would then purchase any remaining Shares validly tendered and not withdrawn pursuant to the Offer. See “The Tender Offer — Section 4. Withdrawal Rights.” The term “Expiration Date” means 12:00 midnight, New York City time, on December 2, 2004, unless the Purchasers shall have extended the period during which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by the Purchasers, shall expire.

      Subject to the terms of the Merger Agreement, the Purchasers may waive any or all of the conditions to their obligation to purchase Shares pursuant to the Offer, except the Majority of the Minority Condition and the Cox Financing Condition. If by the initial Expiration Date or any subsequent Expiration Date any or all of the conditions to the Offer have not been satisfied or waived (except the Majority of the Minority

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Condition and the Cox Financing Condition which may not be waived) the Purchasers may elect to (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) waive all the unsatisfied conditions (except the Majority of the Minority Condition and the Cox Financing Condition which may not be waived) and, subject to any required extension, purchase all Shares validly tendered by the Expiration Date and not properly withdrawn, or (iii) extend the Offer and, subject to the right of stockholders to withdraw Shares until the new Expiration Date, retain the Shares that have been tendered until the expiration of the Offer as extended. See “The Tender Offer — Section 12. Certain Conditions To The Offer.”

      The Merger Agreement provides that, without the consent of Cox (expressed in a resolution adopted by both the Special Committee and the Cox Board), Holdings will not (i) decrease the Offer Price or change the form of consideration to be paid in the Offer, (ii) impose any conditions to the Offer other than the conditions set forth in Section 12 — “Conditions of the Offer,” (iii) otherwise amend the Offer in a manner that would materially and adversely affect the holders of Shares, (iv) amend or waive the Majority of Minority Condition or the Cox Financing Condition, or (v) decrease the number of Shares to be purchased by Holdings pursuant to the Offer. Holdings acknowledges that (i) Rule 14e-1 under the Exchange Act requires Holdings to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer and (ii) Holdings may not delay acceptance for payment of, or payment for, any Shares upon the occurrence of any of the events specified in “The Tender Offer — Section 12. Certain Conditions To The Offer” without extending the period of time during which the Offer is open.

      Holdings has the right to extend the Offer on behalf of Holdings and Cox beyond the Expiration Date for any of the following events: (i) from time to time if, at the Expiration Date, any of the conditions to the Offer have not been satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the SEC or any period required by applicable law; or (iii) if Shares have been accepted for payment but the number of Shares collectively owned by Holdings and DNS is less than 90% of the then outstanding Shares, for an aggregate period of not more than 15 business days (for all such extensions) beyond the date on which Shares are first accepted for payment as a Subsequent Offering Period in accordance with Rule 14d-11 of the Exchange Act. If provided, a Subsequent Offering Period would be an additional period of time, following the Expiration Date and the acceptance for payment of any Shares that are validly tendered in the Offer and not properly withdrawn prior to the Expiration Date, during which holders of Shares that were not previously tendered in the Offer may tender such Shares to the Purchasers in exchange for the Offer Price on the same terms that applied to the Offer. Holdings or Cox will accept for payment, and pay for, any Shares that are validly tendered during a Subsequent Offering Period, if provided, as promptly as practicable after any such Shares are validly tendered during such Subsequent Offering Period. Holders of Shares that are validly tendered during a Subsequent Offering Period, if provided, will not have the right to withdraw such tendered Shares.

      In the event that all of the conditions to the Offer have not been satisfied or waived at the then scheduled expiration date of the Offer, at the request of the Special Committee, Holdings will extend the expiration date of the Offer in such increments as Holdings may determine until the earliest to occur of (i) the satisfaction or waiver of such conditions, (ii) the termination of the Merger Agreement in accordance with its terms, and (iii) the determination that such conditions are not reasonably capable of being satisfied.

      The Purchasers will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer if all the conditions to the Offer are satisfied or waived on the Expiration Date. Any such extension, delay, termination, waiver or amendment will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Subject to applicable law and without limiting the manner in which the Purchasers may choose to make any public announcement, the Purchasers shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to the Dow Jones News Service.

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      If the Purchasers are delayed in their payment for the Shares or are unable to pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Purchasers’ rights under the Offer, the Depositary may retain tendered Shares on behalf of the Purchasers, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in “The Tender Offer — Section 4. Withdrawal Rights.” However, the ability of the Purchasers to delay the payment for Shares which the Purchasers have accepted for payment is limited by Rule 14e-1 under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by, or on behalf of, holders of securities promptly after the termination or withdrawal of the Offer.

      If the Purchasers make a material change in the terms of the Offer or the information concerning the Offer, or if the Purchasers waive a material condition of the Offer, the Purchasers will extend the Offer to the extent required by Rules 13e-4(e), and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or change in percentage of securities sought, will depend upon the facts and circumstances then existing, including the relative materiality of the changed terms or information. In a public release, the SEC has stated its view that an offer must remain open for a minimum period of time following a material change in the terms of the Offer and that waiver of a material condition is a material change in the terms of the Offer. The release states that, as a general rule, an offer should remain open for a minimum of five business days from the date a material change is first published or sent or given to security holders and that, if material changes are made with respect to information not materially less significant than the Offer Price and the number of shares being sought, a minimum of ten business days may be required to allow for adequate dissemination to stockholders. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. The requirement to extend the Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the then-scheduled Expiration Date equals or exceeds the minimum extension period that would be required because of such amendment.

      Cox has provided the Purchasers with its stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Cox’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

2. Acceptance for Payment and Payment for Shares.

      Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchasers will accept for payment, and will pay for, all Shares validly tendered prior to the Expiration Date and not properly withdrawn, as soon as practicable after the Expiration Date. Subject to applicable rules of the SEC, the Purchasers expressly reserve the right to delay acceptance for payment of, or payment for, Shares in order to comply in whole or in part with any other applicable law. If the Purchasers desire to delay payment for Shares accepted for payment pursuant to the Offer, and such delay would otherwise be in contravention of Rule 14e-1 of the Exchange Act, the Purchasers will otherwise extend the Offer. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “Certificates”) or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC (a “Book-Entry Confirmation”) pursuant to the procedures set forth in “The Tender Offer — Section 3. Procedures For Tendering Shares,” (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal.

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      For purposes of the Offer, the Purchasers will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when the Purchasers give oral or written notice to the Depositary, as agent for the tendering stockholders, of the Purchasers’ acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchasers and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. Under no circumstances will interest on the Offer Price for Shares be paid, regardless of any delay in making such payment.

      If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Certificates are submitted evidencing more Shares than are tendered, Certificates evidencing unpurchased Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedure set forth in “The Tender Offer — Section 3. Procedures For Tendering Shares,” such Shares will be credited to an account maintained at DTC), as promptly as practicable following the expiration or termination of the Offer.

      The Purchasers reserve the right to transfer or assign, in whole or from time to time in part, to one or more of their affiliates, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transaction or assignment will not relieve the Purchasers of their obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

3. Procedures for Tendering Shares.

      Except as set forth below, in order for Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (i) the Certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book-Entry Confirmation must be received by the Depositary (including an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or prior to the Expiration Date or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below. No alternative, conditional or contingent tenders will be accepted. The term “Agent’s Message” means a message, transmitted by electronic means to, and received by, the Depositary and forming a part of a Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchasers may enforce such agreement against such participant.

      Book-Entry Transfer. The Depositary will establish accounts with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s system may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. Delivery of documents to DTC does not constitute delivery to the Depositary.

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      Signature Guarantees. Signatures on all Letters of Transmittal must be guaranteed by a firm which is a member of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Guarantee Program or the Stock Exchange Medallion Program (each, an “Eligible Institution”), except in cases where Shares are tendered (i) by a registered holder of Shares who has not completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (ii) for the account of an Eligible Institution. If a Certificate is registered in the name of a person other than the signatory of the Letter of Transmittal (or a facsimile thereof), or if payment is to be made, or a Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), then the Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Certificate, with the signature(s) on such Certificate or stock powers guaranteed by an Eligible Institution. If the Letter of Transmittal or stock powers are signed or any Certificate is endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Purchasers, proper evidence satisfactory to the Purchasers of their authority to so act must be submitted. See Instructions 1 and 5 of the Letter of Transmittal.

      Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Certificates evidencing such stockholder’s Shares are not immediately available or such stockholder cannot deliver the Certificates and all other required documents to the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that all the following conditions are satisfied:

      (i) such tender is made by or through an Eligible Institution;

      (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchasers, is received prior to the Expiration Date by the Depositary as provided below; and

      (iii) the Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in connection with a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NYSE is open for business.

      The Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by telegram or facsimile transmission to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by the Purchasers.

      In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of the Share Certificates evidencing such Shares, or a Book-Entry Confirmation of the delivery of such Shares, and the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by the Letter of Transmittal, or an Agent’s Message in the case of a book-entry transfer.

      The method of delivery of Certificates and all other required documents, including delivery through DTC, is at the option and risk of the tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

      Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchasers in their sole discretion, which determination shall be final and binding on all parties. The Purchasers reserve the

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absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. Holdings reserves the absolute right to waive any condition of the Offer (other than the Majority of the Minority Condition and the Cox Financing Condition) on behalf of Holdings and on behalf of Cox, and the Purchasers reserve the absolute right to waive any defect or irregularity in the tender of any particular Shares or any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders, and the Purchasers’ interpretation of the terms and conditions of the Offer will be final and binding on all persons. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to the satisfaction of the Purchasers. None of the Purchasers, the Dealer Managers, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders, or any waiver thereof, or incur any liability for failure to give any such notification.

      Other Requirements. By executing the Letter of Transmittal as set forth above, a tendering stockholder irrevocably appoints designees of the Purchasers as such stockholder’s proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchasers (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of this Offer to Purchase). All such proxies shall be considered coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, the Purchasers accept such Shares for payment. Upon such acceptance for payment, all prior proxies given by such stockholder with respect to such Shares (and such other Shares and securities) will be revoked without further action, and no subsequent proxies may be given nor any subsequent written consent executed by such stockholder (and, if given or executed, will not be deemed to be effective) with respect thereto. The designees of the Purchasers will, with respect to the Shares for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they in their sole discretion may deem proper at any annual or special meeting of Cox’s stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. The Purchasers reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Purchasers’ payment for such Shares, the Purchasers must be able to exercise full voting rights with respect to such Shares.

      The acceptance for payment by the Purchasers of Shares pursuant to any of the procedures described above will constitute a binding agreement between the tendering stockholder and the Purchasers upon the terms and subject to the conditions of the Offer.

4. Withdrawal Rights.

      Tenders of the Shares made pursuant to the Offer are irrevocable except that such Shares may be withdrawn at any time prior to the initial Expiration Date and, unless theretofore accepted for payment by the Purchasers pursuant to the Offer, may also be withdrawn at any time after January 2, 2005. If the Purchasers extend the Offer, are delayed in their acceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to the Purchasers’ rights under the Offer, the Depositary may, nevertheless, on behalf of the Purchasers, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section. Any such delay will be accompanied by an extension of the Offer to the extent required by law.

      For a withdrawal to be effective, a written, or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Certificates, the serial numbers shown on such Certificates must be submitted to the

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Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in “The Tender Offer — Section 3. Procedures For Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares and must otherwise comply with DTC’s procedures.

      Withdrawals of tenders of Shares may not be rescinded, and Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following the procedures described in “The Tender Offer — Section 3. Procedures For Tendering Shares,” at any time prior to the Expiration Date or during a subsequent offering period if the Offer is amended to provide for one.

      No withdrawal rights will apply to Shares tendered into a Subsequent Offering Period and no withdrawal rights apply during a Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchasers, in their sole discretion, whose determination will be final and binding. None of the Purchasers, the Dealer Managers, the Depositary, the Information Agent or any other person will be under a duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5. Certain United States Federal Income Tax Considerations.

      The following summarizes certain of the material United States federal income tax consequences of the Offer and the Merger to holders of the Shares that are U.S. Holders (as defined below). This summary is based upon the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as in effect and existing on the date hereof and all of which are subject to change at any time, which change may be retroactive or prospective. No rulings have been sought or are expected to be sought from the Internal Revenue Service (the “IRS”) with respect to any of the tax consequences discussed below, and no assurance can be given that the IRS will not take contrary positions. Unless otherwise specifically noted, this summary applies only to those persons that hold their Shares as a capital asset within the meaning of Section 1221 of the Internal Revenue Code and does not apply to persons who hold their Shares pursuant to the exercise of employee stock options or otherwise as compensation.

      This summary is for general information only and does not address all of the tax consequences of the Offer or the Merger that may be relevant to a U.S. Holder (as defined below) of the Shares. It also does not address any of the tax consequences of the Offer or the Merger to holders of the Shares that are Non-U.S. Holders (as defined below), or to holders that may be subject to special tax treatment, such as financial institutions, real estate investment trusts, personal holding companies, tax-exempt organizations, regulated investment companies, insurance companies, S corporations, brokers and dealers in securities or currencies and certain U.S. expatriates. Further, this summary does not address: the United States federal income tax consequences of the Offer or the Merger to stockholders, partners or beneficiaries of an entity that is a holder of the Shares; the United States federal estate, gift or alternative minimum tax consequences of the Offer or the Merger; persons who hold the Shares in a straddle or as part of a hedging, conversion, constructive sale or other integrated transaction or whose functional currency is not the U.S. dollar; any state, local or foreign tax consequences of the Offer or the Merger; or holders whose status changes from a U.S. Holder to a Non-U.S. Holder or vice versa; or any persons that own actually or constructively (giving effect to the ownership attribution rules of the Internal Revenue Code) shares of common stock of Enterprises.

      Each holder of the Shares should consult its own tax advisor regarding the tax consequences of the Offer and the Merger, including such holder’s status as a U.S. Holder or a Non-U.S. Holder, as well as any tax consequences that may arise under the laws of any state, local, foreign or other non-United States taxing jurisdiction and the possible effects of changes in United States federal or other tax laws.

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      A “U.S. Holder” means a beneficial owner of the Shares that, for United States federal income tax purposes, is: (i) a citizen or individual resident, as defined in Section 7701(b) of the Internal Revenue Code, of the United States; (ii) a corporation or partnership, including any entity treated as a corporation or partnership for United States federal income tax purposes, created or organized in the United States or under the laws of the United States, any State thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations provide otherwise); (iii) an estate, the income of which is subject to United States federal income tax without regard to its source; or (iv) a trust, if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and (b) one or more United States persons have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, certain trusts in existence on August 20, 1996, and treated as U.S. trusts prior to such date, may elect to be treated as U.S. Holders. If a partnership holds the Shares, the tax treatment of each of its partners generally will depend upon the status of such partner and the activities of the partnership. Partners of partnerships holding the Shares should consult their own tax advisors regarding the United States federal tax consequences of the Offer and the Merger.

      A “Non-U.S. Holder” means a beneficial owner of the Shares that is not a U.S. Holder. We urge holders of the Shares that are Non-U.S. Holders to consult their own tax advisors regarding the United States federal income tax consequences of the Offer and the Merger, including potential application of United States withholding taxes and possible eligibility for benefits under applicable income tax treaties.

      Sale or Exchange of the Shares. The sale or exchange of the Shares for cash under the Offer or the Merger will be a taxable transaction to U.S. Holders for United States federal income tax purposes. In general, a U.S. Holder who sells the Shares pursuant to the Offer or receives cash in exchange for the Shares pursuant to the Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Shares sold or exchanged. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered under the Offer or exchanged for cash under the Merger.

      U.S. Holders of the Shares that are corporations generally will be taxed on net capital gains at a maximum rate of 35%. In contrast, U.S. Holders that are individuals generally will be taxed on net capital gains at a maximum rate of 15% with respect to those Shares held for more than 12 months at the effective time of the Offer or the Merger, and 35% with respect to those Shares held for 12 months or less. In addition, special rules, and generally lower maximum rates, apply to individuals in lower tax brackets. Any capital losses realized by a U.S. Holder that is a corporation generally may be used only to offset capital gains. Any capital losses realized by a U.S. Holder that is an individual generally may be used only to offset capital gains plus $3,000 of ordinary income per year.

      Backup Withholding Tax and Information Reporting. Payment of proceeds with respect to the sale or exchange of the Shares pursuant to the Offer or the Merger may be subject to information reporting and United States federal backup withholding tax at the applicable rate if the U.S. Holder or Non-U.S. Holder thereof fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable United States information reporting or certification requirements. These requirements are set forth in the Letter of Transmittal and should be carefully reviewed by each holder of the Shares. Backup withholding is not an additional tax. Any amounts so withheld will be allowed as a refund or a credit against such U.S. Holder’s or Non-U.S. Holder’s United States federal income tax liability; provided, however, that the required information is timely furnished to the IRS.

      Stock Options. U.S. Holders of stock options that are vested at the time of the Merger will be entitled to the receipt of a cash payment with respect to each Share subject to such an option in an amount equal to the difference between the consideration offered to Cox shareholders in the Merger ($34.75 net per Share) and the applicable exercise price under the stock option with respect to the Shares. This cash payment will be taxable to the U.S. Holders of the stock options as ordinary income.

      Restricted Stock. U.S. Holders of restricted stock at the time of the Merger will receive a cash payment at the time of the Merger in an amount equal to the consideration offered to Cox shareholders in

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the Merger ($34.75 net per Share) multiplied by the number of Shares of restricted stock so held. This cash payment will be taxable to the U.S. Holders of the restricted stock as ordinary income unless the recognition of ordinary income was accelerated to the time the restricted stock was first transferred to such U.S. Holders through an election filed with the Internal Revenue Service (i.e., an 83(b) election). In the event the recognition of ordinary income was accelerated through the use of an 83(b) election, then any increase or decrease in value of the Shares of restricted stock over any U.S. Holder’s tax basis in such Shares will be treated as a capital gain or loss at the time the Shares of restricted stock are exchanged for the cash payment.

      Withholding. In general, any income recognized as ordinary income by an employee of Cox in connection with the cancellation of stock options and/or the exchange of restricted stock will be subject to withholding for applicable income and employment taxes. Cox will withhold from any cash payment an amount necessary to satisfy any such taxes required to be withheld or deducted. No such withholding is required with respect to the exchange of restricted stock held by persons who are not Cox employees.

6. Price Range of Shares; Dividends.

      The Shares are listed and principally traded on the NYSE under the symbol “COX.” The following table sets forth, for the quarters indicated, the high and low sales prices per Share on the NYSE as reported by published financial sources. Cox has never paid a dividend on its Class A common stock.

Calendar Year	High		Low
2002:
First Quarter	$	42.09	$	31.70
Second Quarter	$	37.59	$	24.50
Third Quarter	$	29.19	$	18.95
Fourth Quarter	$	32.00	$	21.70
2003:
First Quarter	$	32.48	$	25.85
Second Quarter	$	34.48	$	28.53
Third Quarter	$	34.90	$	30.40
Fourth Quarter	$	34.99	$	31.47
2004:
First Quarter	$	36.95	$	29.86
Second Quarter	$	33.36	$	27.72
Third Quarter	$	34.00	$	27.17
Fourth Quarter through November 2, 2004	$	34.50	$	33.10

      On July 30, 2004, the last full trading day prior to the initial public announcement with respect to the proposed Offer, the last sale price per Share as reported on the NYSE was $27.58. On November 2, 2004, the last full trading day prior to the commencement of the Offer, the last sale price per Share as reported on the NYSE was $34.47.

      Stockholders are urged to obtain a current market quotation for the Shares.

7. Certain Information Concerning Cox.

      General. Cox is a multi-service broadband communications company with approximately 6.6 million total customers, including approximately 6.3 million basic cable subscribers. The nation’s third-largest cable television provider measured by basic subscribers, Cox offers both analog cable television under the Cox Cable brand as well as advanced digital video service under the Cox Digital Cable brand. Cox provides an array of other communications and entertainment services, including local and long distance telephone under the Cox Digital Telephone brand; high-speed Internet access under the Cox High Speed

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Internet brand; and commercial voice and data services via Cox Business Services. Local cable advertising, promotional opportunities and production services are sold under the Cox Media brand. Cox is an investor in programming networks including Discovery Channel. Cox operates in one operating segment, broadband communications. Cox is an indirect, majority-owned subsidiary of Enterprises.

      Financial Information. Set forth below is certain selected financial information relating to Cox which has been excerpted or derived from the audited financial statements contained in Cox’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “Form 10-K”) and the unaudited financial tables included with Cox’s earnings press release for the quarterly period ended September 30, 2004, as furnished under cover of a Form 8-K, dated October 27, 2004. This data should be read in conjunction with the audited consolidated financial statements and other financial information contained in the Form 10-K and the unaudited consolidated interim financial information contained in Cox’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2004 and June 30, 2004, including the notes thereto. More comprehensive financial information is included in such reports (including management’s discussion and analysis of financial condition and results of operations) and other documents filed by Cox with the SEC, and the following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. Copies of such reports and other documents may be examined at or obtained from the SEC and the NYSE in the manner set forth below. These documents are incorporated by reference into this Offer to Purchase. See “— Available Information” below.

Cox Communications, Inc.

Selected Financial Data

      The following table sets forth summary historical consolidated financial data for Cox as of and for the nine months ended September 30, 2004 and 2003 and as of and for each of the fiscal years ended December 31, 2003 and 2002.

							Nine Months Ended
	Year Ended December 31						September 30
	2003			2002			2004			2003
				(Millions of Dollars, excluding per share and
				customer data)
Statement of Operations Data
Revenues	$	5,758.9		$	5,038.6		$	4,753.7		$	4,250.4
Operating income		586.9			417.4			572.9			424.9
Interest expense		(467.8	)		(549.9	)		(289.2	)		(370.7	)
(Loss) gain on derivative instruments, net		(22.6	)		1,125.6			(0.1	)		(22.5	)
Gain (loss) on investments, net		165.2			(1,317.2	)		28.9			166.1
Equity in net losses of affiliated companies		(13.1	)		(32.2	)		(1.3	)		(9.7	)
Loss on extinguishment of debt		(450.1	)		(0.8	)		(7.0	)		(450.1	)
(Loss) income before cumulative effect of change in accounting principle		(137.8	)		(274.0	)		162.3			(126.5	)
Cumulative effect of change in accounting principle, net of tax		—			—			—			—
Net (loss) income		(137.8	)		(274.0	)		162.3			(126.5	)
Basic net (loss) income per share	$	(0.22	)	$	(0.45	)	$	0.26		$	(0.20	)

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								Nine Months Ended
		Year Ended December 31						September 30
		2003			2002			2004			2003
					(Millions of Dollars, excluding per share and
					customer data)
Diluted net (loss) income per share		$	(0.22	)	$	(0.45	)	$	0.25		$	(0.20	)
Book value per share		$	15.28		$	15.92		$	15.73		$	15.30
Balance Sheet Data
	Total assets	$	24,417.6		$	25,015.3		$	24,721.0		$	24,234.7
	Debt (including amounts due to Enterprises)		7,015.8			7,316.0			6,684.4			6,967.4
	Cox-obligated capital and preferred securities of subsidiary trusts		—			—			—			—
Cash Flow Data
	Cash flows provided by operating activities	$	1,868.0		$	1,772.8		$	1,423.7		$	1,369.1
	Cash flows used in investing activities		(1,319.1	)		(608.2	)		(1,012.0	)		(795.4	)
	Cash flows used in financing activities		(693.7	)		(1,022.8	)		(358.2	)		(732.3	)
Customer Data(a)
Basic video customers(b)			6,285,236			6,223,949			6,280,990			6,254,781
Advanced-services(c)			5,116,882			3,911,068			5,998,192			4,812,784
Revenue generating units(d)			11,402,118			10,135,017			12,279,182			11,067,565
Video homes passed(e)			10,320,817			10,105,077			10,518,608			10,258,407
Basic Video penetration(f)			60.9	%		61.6	%		59.7	%		61.0	%

(a)	Cox sold certain cable systems in the second quarter of 2004. Customer data as of December 31, 2003 and 2002 and September 30, 2003 has been adjusted to exclude these sold cable systems for purposes of comparability.
(b)	A home with one or more television sets connected to a cable system is counted as one basic video customer.
(c)	Advanced services include Cox Digital Cable, high-speed Internet access and Cox Digital Telephone.
(d)	Each basic video customer and each advanced service is a revenue generating unit. In certain locations, a household may purchase more than one advanced service, each of which is counted as a separate revenue generating unit.
(e)	A home is deemed to be “passed” if it can be connected to the distribution system without any further extension of the distribution plant.
(f)	Basic video customers as a percentage of video homes passed.

Ratio of Earnings to Fixed Charges.

      The following table sets forth Cox’s ratio of earnings to fixed charges for the periods indicated:

Year Ended December 31					Nine Months Ended September 30
2003		2002			2004		2003
	0.6		(a	)		2.0		0.4

(a) For the year ended December 31, 2002, Cox’s fixed charges exceeded its earnings by approximately $329.9 million due primarily to net losses on investments of $1.3 billion offset by net gains on derivative instruments of $1.1 billion. The loss on investments included an $807.9 million decline in

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the fair value of certain investments, primarily Sprint PCS stock, considered to be other than temporary.

Earnings for the years ended December 31, 2003 and 2002 include net gains (losses) of $143.1 million and ($195.5 million), respectively, and for the nine months ended September 30, 2004 and 2003 include net gains of $23.8 million and $144.0 million, respectively, from sales and exchanges of cable systems, investments and derivative instruments.

For purposes of this computation, earnings are defined as income before income taxes and, excluding losses and undistributed earnings on equity method investments, minority interests and fixed charges excluding capitalized interest. Fixed charges are the sum of:

•  interest cost including capitalized interest and amortization of debt premiums, discounts and capitalization expenses related to indebtedness;

•  estimated interest component of rent expense; and

•  distributions on capital and preferred securities of subsidiary trusts.

Summary of Cox’s Revised Long Range Plan

      As part of Cox’s ongoing financial planning process, Cox periodically prepares financial projections. The financial projections of Cox’s results of operations were most recently updated in September 2004, referred to as the revised long range plan, subsequent to Enterprises’ August 2, 2004 tender offer and merger proposal. Copies of the revised long range plan were provided to Enterprises and the Special Committee in connection with their negotiations. Set forth below are the material forecasted items under the revised long range plan.

      The revised long range plan was prepared for internal purposes and not with a view to dissemination to the public. The long range plan does not reflect Cox’s actual performance since the revised long range plan was prepared, nor does it reflect changes in Cox’s business or changes in the economy in general resulting from events which have occurred since the revised long range plan was prepared. The revised long range plan was not prepared with a view to complying with the published guidelines of the SEC regarding projections or with the American Institute of Certified Public Accountants Guide for Prospective Financial Statements. Information concerning Cox’s projections is included in this Offer to Purchase because it was furnished to Enterprises. Cox’s independent accountants have neither audited nor compiled the revised long range plan and, accordingly, do not express an opinion or any other form of assurance with respect thereto. The reports of such independent accountants on the financial statements of Cox incorporated herein by reference relate to the historical financial information of Cox and do not extend to the revised long range plan and should not be read to do so.

      The projections in the revised long range plan are based upon a variety of assumptions relating to Cox’s businesses that, although considered reasonable by Cox, may not be realized, and are subject to significant uncertainties and contingencies, many of which are beyond Cox’s control. Accordingly, there can be no assurances the estimates and assumptions made in preparing the revised long range plan will prove accurate or that the projected results will be realized or that actual results will not be significantly higher or lower than those projected. Cox has made no representations as to the accuracy of projections in the revised long range plan and none of Cox, Enterprises, Holdings or any of their representatives or advisors assumes responsibility for the accuracy or validity of the projections in the revised long range plan. Cox does not undertake and does not intend to make publicly available any update or revisions to the revised long range plan to reflect circumstances existing after the date of its preparation. The information in the “Introduction” to this Offer to Purchase regarding forward-looking statements is incorporated herein by reference.

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September 2004 Cox Revised Long Range Plan Forecasts

	2004		2005		2006		2007		2008		2009
	(In millions)
Revenue	$	6,441	$	7,196	$	7,972	$	8,736	$	9,481	$	10,200
Total Costs & Expenses(1)		3,985		4,372		4,745		5,127		5,492		5,861
Operating Cash Flow(2)		2,456		2,824		3,227		3,609		3,989		4,339
Capital Expenditures		1,400		1,349		1,246		1,127		1,033		961
Basic Subscribers		6.32		6.38		6.44		6.49		6.55		6.61
Digital Subscribers		2.44		2.73		2.90		3.05		3.20		3.30
High Speed Internet Subscribers		2.56		3.10		3.60		4.09		4.57		5.01
Telephone Subscribers		1.31		1.70		2.11		2.51		2.87		3.21

(1)	For purposes of the revised long range plan, Cox breaks down Total Costs & Expenses, as presented in its financial statements presented in accordance with accounting principles generally accepted in the United States (“GAAP”), into direct costs and operating expenses.
(2)	Operating cash flow is not a measure of performance calculated in accordance with GAAP. Operating cash flow is defined as operating income before depreciation and amortization and gain (loss) on the sale of cable systems.

      Cox’s management believes that presentation of operating cash flow provides useful information to investors regarding Cox’s financial condition and results of operations. Cox believes that operating cash flow is useful to investors in evaluating its performance because it is a commonly used financial analysis tool for measuring and comparing media companies in several areas of liquidity, operating performance and leverage. Operating cash flow is used to gauge Cox’s ability to service long-term debt and other fixed obligations and to fund continued growth with internally generated funds. In addition, Cox’s management uses operating cash flow to monitor compliance with certain financial covenants in Cox’s credit agreements, and it is used as a factor in determining executive compensation. Operating cash flow should not be considered as an alternative to net income as an indicator of Cox’s aggregate performance or as an alternative to net cash provided by operating activities as measures of liquidity and may not be comparable to similarly titled measures used by other companies. Cox is unable to reconcile operating cash flow to operating income, the closest measure calculated in accordance with GAAP, on a forward-looking basis primarily because it is impractical to project the timing of certain transactions, such as the initiation of depreciation relative to network construction projects.

Available Information

      The Shares are registered under the Exchange Act. Cox is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC’s regional offices in New York City and Chicago. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. Cox’s filings are also available to the public on Cox’s Internet website (http://www.cox.com) and the SEC’s Internet website (http://www.sec.gov.). Copies of such materials may also be obtained by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of the SEC’s customary fees. Certain reports and other information concerning Cox may also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

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Information Incorporated By Reference

      We incorporate by reference in this Offer to Purchase the following documents filed by Cox with the SEC:

•  Cox’s annual report on Form 10-K for the year ended December 31, 2003, filed February 27, 2003;

•  Cox’s quarterly report on Form 10-Q for the quarter ended March 31, 2004, filed May 5, 2004;

•  Cox’s quarterly report on Form 10-Q for the quarter ended June 30, 2004, filed August 2, 2004;

•  Cox’s current report on Form 8-K, dated June 4, 2004 and filed June 9, 2004;

•  Cox’s current report on Form 8-K, dated July 16, 2004 and filed July 21, 2004;

•  Cox’s current report on Form 8-K, dated August 12, 2004 and filed August 20, 2004;

•  Cox’s current report on Form 8-K, dated October 19, 2004 and filed October 25, 2004; and

•  Cox’s definitive proxy statement for the 2004 annual meeting of stockholders, filed April 5, 2004.

      A description of Cox’s Class A common stock appears in the section captioned “Description of Common Stock” contained in Cox’s registration statement on Form 8-A/ A filed pursuant to Section 12(b) of the Exchange Act on February 15, 2002. That description is also incorporated herein by reference.

      All documents that Cox will file with the SEC, under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Offer to Purchase and prior to the termination of any solicitation for the purchase of securities pursuant to this Offer to Purchase shall be deemed to be incorporated by reference in, and to be a part of, this Offer to Purchase from the date such documents are filed, other than any information furnished pursuant to Item 2.02 or Item 7.01 (or their predecessor items) of Form 8-K or as otherwise permitted by SEC rules and regulations. Cox’s SEC file number for documents filed under the Exchange Act is 1-6590. Cox will provide, without charge, to any person who receives a copy of this Offer to Purchase and any supplement to this Offer to Purchase, upon such recipient’s written or oral request, a copy of any documents that this Offer to Purchase incorporates by reference, other than exhibits to such incorporated documents, unless such exhibits are specifically incorporated by reference in such incorporated document. Requests should be directed to:

Investor Relations

Cox Communications, Inc.

1400 Lake Hearn Drive

Atlanta, Georgia 30319

Telephone: (404) 843-5000

      Any statement contained in this Offer to Purchase or in a document incorporated in, or deemed to be incorporated by reference to, this Offer to Purchase shall be deemed to be modified or superseded, for purposes of this Offer to Purchase, to the extent that a statement contained in:

•  the Offer to Purchase;

•  any supplement to this Offer to Purchase; or

•  any other subsequently filed document which also is incorporated by reference in, or is deemed to be incorporated by reference to, this Offer to Purchase;

modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase.

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8. Certain Information Concerning Cox, Enterprises and Holdings.

      Cox. Cox is a multi-service broadband communications company with approximately 6.6 million total customers, including approximately 6.3 million basic cable subscribers. The nation’s third-largest cable television provider measured by basic subscribers, Cox offers both analog cable television under the Cox Cable brand as well as advanced digital video service under the Cox Digital Cable brand. Cox provides an array of other communications and entertainment services, including local and long distance telephone under the Cox Digital Telephone brand; high-speed Internet access under the Cox High Speed Internet brand; and commercial voice and data services via Cox Business Services. Local cable advertising, promotional opportunities and production services are sold under the Cox Media brand. Cox is an investor in programming networks including Discovery Channel. Cox operates in one operating segment, broadband communications. Cox is an indirect, majority-owned subsidiary of Enterprises. The name, citizenship, business address, principal occupation or employment and five-year employment history for each of the directors and executive officers of Cox and certain other information is set forth in Schedule A hereto.

      Enterprises. Enterprises is one of the nation’s leading media companies and providers of automotive services, with 2003 revenues of $10.7 billion and 77,000 employees. Major operating subsidiaries include Cox Communications, Inc. (NYSE: COX), (cable television distribution, telephone, high-speed Internet access and other advanced broadband services); Cox Newspapers, Inc. (newspapers, local and national direct mail advertising and customized newsletters); Cox Television (television and television sales representative firms); Cox Radio, Inc. (NYSE: CXR) (broadcast radio stations and interactive Web sites); and Manheim Auctions, Inc. (vehicle auctions, repair and certification services and web-based technology products). CEI also owns an equity stake in AutoTrader.com, the world’s largest and most visited online source of vehicle listings for dealers and consumers. The name, citizenship, business address, principal occupation or employment and five-year employment history for each of the directors and executive officers of Enterprises and certain other information is set forth in Schedule A hereto. As of the date hereof, Enterprises indirectly owns 365,691,176 shares of Cox’s Class A common stock and 27,597,792 shares of Cox’s Class C common stock which together represent approximately 62% of the outstanding common stock of Cox and approximately 73% of the voting power thereof.

      Holdings. Holdings is a holding company with no business operations. The name, citizenship, business address, principal occupation or employment and five-year employment history for each of the directors and executive officers of Holdings and certain other information is set forth in Schedule A hereto. As of the date hereof, Holdings owns 340,710,646 shares of Cox’s Class A common stock and 25,969,470 shares of Cox’s Class C common stock which together represent approximately 60% of the outstanding common stock of Cox and approximately 68% of the voting power thereof. In addition, as of the date hereof, DNS owns 24,980,530 shares of Cox’s Class A common stock and 1,901,322 shares of Cox’s Class C common stock which together represent approximately 4% of the outstanding common stock of Cox and approximately 5% of the voting power thereof.

9. Source and Amount of Funds.

      Holdings and Cox will need approximately $8.5 billion to purchase all Shares not owned by Holdings or DNS pursuant to the Offer and the Merger and to pay related fees and expenses. The purchase of Shares pursuant to the Offer is conditioned upon Cox obtaining the funding under its new credit facilities arranged in connection with the Offer and the Merger. The execution and delivery of that agreement will require the approval of the Cox Board and, to the extent provided in the Merger Agreement, the Special Committee.

      The purchases by Holdings and Cox will be financed from the proceeds of loans under bank credit facilities of Enterprises and Cox having an aggregate commitment amount of $10 billion. Enterprises has received a commitment for a new $2.25 billion five-year unsecured bank credit facility consisting of a term loan and a revolving credit facility. Cox has received a commitment for new $7.75 billion unsecured bank credit facilities consisting of a five-year term loan, a revolving credit facility and an 18-month unsecured bridge loan facility. Each of Enterprises and Cox has the option of decreasing the size of the new facilities

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and amending and maintaining certain of their existing facilities. If Holdings would purchase all Shares tendered in the Offer, Cox is permitted, and intends to, use the proceeds of borrowings under its new credit facilities to lend funds to Holdings for use by Holdings to purchase such Shares.

      The Purchasers estimate that, based on the number of outstanding Shares as of October 31, 2004, approximately 179,715,911 Shares not beneficially owned by Enterprises, Holdings, DNS or their respective affiliates or the directors and executive officers of Cox would have to be tendered in order to satisfy the Majority of the Minority Condition. The Purchasers estimate that they would need to borrow approximately $4.3 billion under the new credit facilities and, if amended, the existing credit facilities, approximately $2.8 billion of which would be borrowed by Cox, in order to purchase this number of Shares and pay related fees and expenses. The Purchasers estimate that, based on the number of outstanding Shares as of October 31, 2004 and assuming that all of the shares of Class C common stock owned by Holdings and DNS would be converted into shares of Class A common stock, approximately 177,236,463 Shares would have to be tendered so that Holdings and DNS would own in the aggregate the number of Shares necessary to effect a short-form merger (that is, 90% of the outstanding Shares). The Purchasers estimate that they would need to borrow approximately $6.3 billion under the new credit facilities and, if amended, the existing credit facilities, approximately $4.8 billion of which would be borrowed by Cox, in order to purchase this number of Shares and pay related fees and expenses. If less than the number of Shares necessary to effect a short-form merger are tendered, Holdings may extend the Offer for a Subsequent Offering Period not to exceed 15 business days and/or Cox may be required to call a special meeting of stockholders to vote upon the Merger pursuant to Section 251 of the DGCL, in either which case the Merger would not be completed immediately after the completion of the Offer. Stockholders who do not tender in the Offer would remain stockholders of Cox during the period following the purchase of Shares pursuant to the Offer and pending completion of the Merger, and during this period Cox would have incurred additional indebtedness of between approximately $2.8 billion to $4.8 billion as a result of borrowings to purchase Shares tendered pursuant to the Offer. Based on the Purchasers’ estimate that Cox will have approximately $6.3 billion of indebtedness as of December 31, 2004 before taking into account these additional borrowings, the Purchasers estimate that Cox would have total indebtedness of between approximately $9.1 and $11.1 billion during this period.

      Currently both S&P and Fitch have a negative outlook on Enterprises’ and Cox’s credit ratings in light of the Offer and Merger. On October 19, 2004, S&P confirmed that, based on the anticipated increase in indebtedness required to complete the Offer and Merger, the credit rating of both Enterprises and Cox would lowered to BBB- from BBB, and that S&P would consider whether Enterprises’ rating should be BB+ following completion of the Offer and Merger. Fitch also has indicated that it expects to downgrade the credit rating of both Enterprises and Cox to BBB- from BBB upon consummation of the Offer and Merger. Enterprises and Cox believe that if S&P and/ or Fitch were to downgrade Enterprises and Cox following the Offer or the Merger, these actions would not be expected to have a material adverse impact on their ability to close or borrow under the existing or new credit agreements described below.

      On October 27, 2004, Moody’s Investors Service downgraded Enterprises’ and Cox’s credit rating to Baa3, from Baa1 and Baa2, respectively, all with a stable outlook. Moody’s also rated Enterprises’ and Cox’s anticipated new credit facilities to be arranged in connection with the Offer Baa3. Enterprises and Cox believe that the Moody’s downgrade will not have a material adverse impact on their ability to negotiate and close the new credit facilities described below, and such action does not affect their respective ability to borrow under the existing credit agreements described below.

      It is anticipated that indebtedness incurred under the credit facilities will be repaid from funds generated internally by Enterprises and Cox and from other sources that may include the proceeds of the sale of securities in the capital markets and/or the sale of assets. No final decisions have been made concerning the method that Enterprises and Cox will employ to repay such indebtedness.

      Existing Enterprises Credit Agreement. In June 2004, Enterprises entered into a five-year unsecured $1.1 billion revolving credit facility. JPMorgan Chase Bank is the administrative agent for a syndicate of

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lenders. The existing credit facility will be available through June 4, 2009. Borrowings under the existing credit facility may be used only to refinance other borrowings of Enterprises and for general corporate purposes.

      Enterprises may select the interest rate applicable to borrowings under the existing credit agreement among four alternatives. The interest rate may be based on the London Interbank Offered Rate (LIBOR), the certificate of deposit rate, the Federal funds rate or an alternate base rate. The alternate base rate is based on the greater of the prime rate or the Federal funds rate plus 0.50%. In each case, the applicable interest rate is increased by a margin imposed by the existing credit agreement. The applicable margin for any date will depend upon Enterprises’ corporate credit ratings. If the outstanding borrowings under the existing credit facility exceed $550 million, the applicable margin will automatically increase by 0.125%. In addition to the foregoing interest rate options, Enterprises may separately negotiate the terms, including the interest rate, of discretionary loans with any lender party to the existing credit agreement.

      The existing credit agreement permits Enterprises to borrow up to $300 million in various alternate currencies.

      The existing credit agreement also imposes a commitment fee on the unused portion of the total amount available based on Enterprises’ corporate credit ratings.

      Enterprises had no borrowings outstanding under the existing credit agreement at September 30, 2004.

      Under the existing credit agreement, Enterprises must maintain a ratio of debt to operating cash flow of not more than 5.0 to 1.0 and a ratio of operating cash flow to interest expense of not less than 2.0 to 1.0.

      The existing credit agreement also contains customary affirmative and negative covenants concerning the conduct of Enterprises’ business operations, such as limitations on the granting of liens, mergers, consolidations and sales of substantially all of its assets, investments in unrestricted subsidiaries and transactions with affiliates. Subject to certain exceptions, Enterprises may not pay or declare any dividend or redeem or acquire any of its stock unless its ratio of debt to operating cash flow would not exceed a specified level after taking into account the dividend, redemption or acquisition.

      The existing credit agreement also contains customary events of default, including, but not limited to, failure to pay principal or interest, failure to pay or acceleration of other debt, misrepresentation or breach of warranty, violation of certain covenants and change of control.

      Enterprises expects to amend its existing credit agreement prior to the purchase of Shares pursuant to the Offer to conform certain of the terms, such as pricing, financial covenants and limitations on restricted payments, to the provisions of the new credit agreement.

      New Enterprises Credit Commitment. Pursuant to a commitment letter dated as of August 23, 2004, as amended by an amendment dated as of October 19, 2004, Citigroup Global Markets Inc., Citicorp North America, Inc., Lehman Brothers Inc., Lehman Commercial Paper Inc., JPMorgan Chase Bank and J.P. Morgan Securities Inc. committed to underwrite, structure, arrange and syndicate a new Enterprises bank credit facility consisting of a five-year unsecured $1.75 billion revolving credit facility and a five-year unsecured $500 million term loan. The new credit facility will be entered into prior to the purchase of Shares pursuant to the Offer.

      The closing of the new credit facility will be subject to usual conditions for similar facilities and transactions, including, but not limited to, execution of satisfactory credit documentation by no later than December 15, 2004, the purchase of Shares tendered in the Offer by no later than July 19, 2005, on the structure and terms described or set forth in the Merger Agreement and concurrent completion of the Merger if sufficient Shares are tendered in the Offer to permit completion of the Merger as a “short-form” merger, and either retirement and repayment in full of Enterprises’ existing credit facility or the effectiveness of an amendment to the existing credit facility to conform its terms substantially with the terms of Enterprises’ new revolving credit facility.

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      If Enterprises elects to amend, rather than retire and repay, its existing credit facility, then the new revolving credit facility will be permanently reduced to $650 million.

      Term loans under the new credit facility may be used only for the following acquisition payments: the purchase price for the Shares that are allocated to and accepted for purchase by Holdings pursuant to the Offer, merger consideration payable pursuant to the Merger Agreement to the holders of the Shares upon completion of the Merger, cash payments to holders of vested options who elect to receive a cash payment in exchange for cancellation of such options and related fees and expenses. A portion of Enterprises’ new revolving credit facility will be reserved for funding of acquisition payments. The remainder of the revolving credit facility may be used for general corporate purposes. After the Merger is completed, the revolving credit facility reserve will terminate and the funding reserved thereby will then become available for general corporate purposes.

      Borrowings under the new credit facility will bear interest at a rate selected by Enterprises from three alternatives. The interest rate may be based on the London Interbank Offered Rate (LIBOR), the Federal funds rate or an alternate base rate. The alternate base rate will be based on the greater of the prime rate or the Federal funds rate plus 0.50%. In each case, the applicable interest rate will be increased by a margin imposed by the new credit documentation. The applicable margin for any date will depend upon Enterprises’ corporate credit ratings. The new credit documentation also will establish a mechanism under which individual lenders with commitments under Enterprises’ new revolving credit facility may make discretionary loans in lieu of loans committed under the revolving credit facility at rates and in currencies agreed upon from time to time with Enterprises.

      Enterprises will pay a commitment fee on the unused portion of the total amount available based on Enterprises’ corporate credit ratings.

      Enterprises will be required to maintain a ratio of debt to operating cash flow of not more than a ratio to be agreed and a ratio of operating cash flow to interest expense of not less than a ratio to be agreed.

      The new credit facility also will contain customary affirmative and negative covenants concerning the conduct of its business operations, such as limitations on the granting of liens, mergers, consolidations and dispositions of assets, investments in unrestricted subsidiaries and transactions with affiliates. Subject to certain exceptions, Enterprises will not be permitted to pay or declare any dividend or redeem or acquire any of its stock in excess of an amount to be determined unless its ratio of debt to operating cash flow would not exceed a specified level after taking into account the dividend, redemption or acquisition.

      The new credit facility also will contain customary events of default, including, but not limited to, failure to pay principal or interest, failure to pay or acceleration of other debt, misrepresentation or breach of warranty, violation of certain covenants and change of control.

      Existing Cox Credit Agreement. In June 2004, Cox entered into a five-year unsecured $1.25 billion revolving credit facility. JPMorgan Chase Bank is the administrative agent for a syndicate of lenders. The existing credit facility will be available through June 4, 2009. Borrowings under the existing credit facility may be used only to refinance other borrowings of Cox and for general corporate purposes.

      Cox may select the interest rate applicable to borrowings under the existing credit agreement among four alternatives. The interest rate may be based on the London Interbank Offered Rate (LIBOR), the certificate of deposit rate, the Federal funds rate or an alternate base rate. The alternate base rate is based on the greater of the prime rate or the Federal funds rate plus 0.50%. In each case, the applicable interest rate is increased by a margin imposed by the existing credit agreement. The applicable margin for any date will depend upon Cox’s corporate credit ratings. If the outstanding borrowings under the existing credit facility exceed $625 million, the applicable margin will automatically increase by 0.125%. In addition to the foregoing interest rate options, Cox may separately negotiate the terms, including the interest rate, of discretionary loans with any lender party to the existing credit agreement.

      The existing credit agreement also imposes a commitment fee on the unused portion of the total amount available based on Cox’s corporate credit ratings.

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      Cox had no borrowings outstanding under the existing credit agreement at September 30, 2004.

      Under the existing credit agreement, Cox must maintain a ratio of debt to operating cash flow of not more than 5.0 to 1.0 and a ratio of operating cash flow to interest expense of not less than 2.0 to 1.0.

      The existing credit agreement also contains customary affirmative and negative covenants concerning the conduct of Cox’s business operations, such as limitations on the granting of liens, mergers, consolidations and sales of substantially all of its assets, investments in unrestricted subsidiaries and transactions with affiliates. Subject to certain exceptions, Cox may not pay or declare any dividend or redeem or acquire any of its stock unless its ratio of debt to operating cash flow would not exceed a specified level after taking into account the dividend, redemption or acquisition.

      The existing credit agreement also contains customary events of default, including, but not limited to, failure to pay principal or interest, failure to pay or acceleration of other debt, misrepresentation or breach of warranty, violation of certain covenants and change of control.

      Cox expects to amend its existing credit agreement prior to the purchase of Shares pursuant to the Offer to conform certain of the terms, such as pricing, financial covenants and limitations on restricted payments, to the provisions of the new credit agreement.

      New Cox Credit Commitment. Pursuant to the commitment letter dated as of August 23, 2004, as amended by the amendment dated as of October 19, 2004, Citigroup Global Markets Inc., Citicorp North America, Inc., Lehman Brothers Inc., Lehman Commercial Paper Inc., JPMorgan Chase Bank and J.P. Morgan Securities Inc. committed to underwrite, structure, arrange and syndicate new Cox bank credit facilities consisting of a five-year unsecured $2.75 billion revolving credit facility, a five-year unsecured $2.0 billion term loan and an 18-month unsecured $3.0 billion term loan. The new credit facilities will be entered into prior to the purchase of Shares pursuant to the Offer.

      The closing of the new credit facilities will be subject to usual conditions for similar facilities and transactions, including, but not limited to, execution of satisfactory credit documentation by December 15, 2004, the purchase of Shares tendered in the Offer by no later than July 19, 2005, on the structure and terms described or set forth in the Merger Agreement and concurrent completion of the Merger if sufficient Shares are tendered in the Offer to permit completion of the Merger as a “short-form” merger, and either retirement and repayment in full of Cox’s existing credit facility or the effectiveness of an amendment to the existing credit facility to conform its terms substantially with the terms of Cox’s new revolving credit facilities.

      If Cox elects to amend, rather than retire and repay, its existing credit facility, then the new revolving credit facility will be permanently reduced to $1.5 billion.

      Term loans under the new credit facilities may be used only for the following acquisition payments: the purchase price for the Shares that are allocated to and accepted for purchase by Cox pursuant to the Offer, loans to Holdings in the event Holdings purchases more than 43,165,467 shares in the Offer, merger consideration payable pursuant to the Merger Agreement to the holders of the Shares upon completion of the Merger, cash payments to holders of vested options who elect to receive a cash payment in exchange for cancellation of such options and related fees and expenses. A portion of Cox’s new revolving credit facility will be reserved for funding of acquisition payments. The remainder of the revolving credit facility may be used for general corporate purposes. After the Merger is completed, the revolving credit facility reserve will terminate and the funding reserved thereby will then become available for general corporate purposes.

      Borrowings under the new credit facilities will bear interest at a rate selected by Cox from three alternatives. The interest rate may be based on the London Interbank Offered Rate (LIBOR), the Federal funds rate or an alternate base rate. The alternate base rate will be based on the greater of the prime rate or the Federal funds rate plus 0.50%. In each case, the applicable interest rate will be increased by a margin imposed by the new credit documentation. The applicable margin for any date will depend upon Cox’s corporate credit ratings. The new credit documentation also will establish a mechanism under which

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individual lenders with commitments under Cox’s new revolving credit facility may make discretionary loans in lieu of loans committed under the revolving credit facility at rates agreed upon from time to time with Cox.

      Cox will pay a commitment fee on the unused portion of the total amount available based on Cox’s corporate credit ratings.

      Cox will be required to maintain a ratio of debt to operating cash flow of not more than a ratio to be agreed and a ratio of operating cash flow to interest expense of not less than a ratio to be agreed.

      The new credit facilities also will contain customary affirmative and negative covenants concerning the conduct of Cox’s business operations, such as limitations on the granting of liens, mergers, consolidations and dispositions of assets, investments in unrestricted subsidiaries and transactions with affiliates. Subject to certain exceptions, Cox will not be permitted to pay or declare any dividend or redeem or acquire any of its stock in excess of an amount to be determined unless its ratio of debt to operating cash flow would not exceed a specified level after taking into account the dividend, redemption or acquisition.

      The new credit facilities also will contain customary events of default, including, but not limited to, failure to pay principal or interest, failure to pay or acceleration of other debt, misrepresentation or breach of warranty, violation of certain covenants and change of control.

10. Certain Effects of the Offer on the Market for the Shares.

      Effect On The Market For The Shares. The purchase of Shares by the Purchasers pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and will reduce the number of holders of Shares, which could adversely affect the liquidity and market value of the remaining Shares held by the public.

      Stock Quotations. The Shares are currently listed and traded on the NYSE, which constitutes the principal trading market for the Shares. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued listing on the NYSE.

      According to the NYSE’s published guidelines, the Shares would not be eligible to be included for listing if, among other things, the number of Shares publicly held falls below 600,000, the number of holders of round lots of Shares falls below 400 (or below 1,200 if the average monthly trading volume is below 100,000 for the last twelve months) or the aggregate market value of such publicly held Shares falls below $15,000,000. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the requirements of the NYSE for continued listing, the listing of the Shares might be discontinued and, in such event, the market for the Shares could be adversely affected. In the event the Shares were no longer eligible for listing on the NYSE, quotations might still be available from other sources. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of holders of such Shares remaining at such time, the interest in maintaining a market in such Shares on the part of securities firms, the possible termination of registration of such Shares under the Exchange Act as described below and other factors. However, once the Merger is consummated, Cox will no longer have any publicly traded equity securities outstanding and the Shares will be delisted from the NYSE.

      Margin Securities. The Shares are currently “margin securities” as such term is defined under the rules of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such securities. Depending upon factors similar to those described above regarding listing and market quotations, following the Offer it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which event such Shares could no longer be used as collateral for loans made by brokers.

      Exchange Act Registration. The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application by Cox to the SEC if the Shares are not listed on a

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national securities exchange and there are fewer than 300 record holders. The termination of the registration of the Shares under the Exchange Act would reduce the information required to be furnished by Cox to holders of Shares and to the SEC and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement in connection with stockholders’ meetings and the requirements of Rule 13e-3 under the Exchange Act with respect to the “going private” transactions, no longer applicable to the Shares. In addition, “affiliates” of Cox and persons holding “restricted securities” of Cox may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or be eligible for NYSE reporting. Enterprises and Holdings currently intend to seek to cause Cox to terminate the registration of the Shares under the Exchange Act and to delist the Class A common stock from the NYSE as soon as practicable after the purchase of Shares pursuant to the Offer if the requirements for termination of registration are met. Once the Merger is consummated, Cox will no longer have any publicly traded equity securities outstanding, and Cox will terminate the registration of the Shares under the Exchange Act and delist the Shares from the NYSE.

11. Fees and Expenses.

      Except as set forth below, the Purchasers will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Shares pursuant to the Offer.

      Citigroup and Lehman Brothers are acting as Dealer Managers in connection with the Offer and have provided certain financial advisory services to Enterprises and Holdings in connection with the Offer and the Merger. Citigroup and Lehman Brothers will receive reasonable and customary compensation for their services, and Enterprises has agreed to reimburse Citigroup and Lehman Brothers for all reasonable out-of-pocket expenses incurred by them, including the reasonable fees and expenses of legal counsel, and to indemnify Citigroup and Lehman Brothers against certain liabilities and expenses in connection with their engagement, including certain liabilities under the federal securities laws.

      Enterprises has retained D. F. King & Co., Inc., as the Information Agent, and Wachovia Bank, N.A., as the Depositary, in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, facsimile, e-mail and personal interview and may request banks, brokers, dealers and other nominee stockholders to forward materials relating to the Offer to beneficial owners.

      As compensation for acting as Information Agent in connection with the Offer, D. F. King & Co., Inc. will receive reasonable and customary compensation for its services and will also be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection with the Offer, including certain liabilities under the federal securities laws. Enterprises will pay the Depositary reasonable and customary compensation for its services in connection with the Offer, plus reimbursement for out-of-pocket expenses, and will indemnify the Depositary against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws. Brokers, dealers, commercial banks and trust companies will be reimbursed by the Purchasers for customary handling and mailing expenses incurred by them in forwarding material to their customers.

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      The following is an estimate of fees and expenses to be incurred by the Purchasers in connection with the Offer:

	(in millions)
Financial Advisors/ Dealer Managers	$	97.0
Advertising		0.1
Filing Fees		1.1
Depositary		0.2
Information Agent (including mailing)		0.5
Legal, Printing and Miscellaneous		10.3
Total:	$	109.8

12. Certain Conditions to the Offer.

      Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) Holdings’ rights to extend and amend the Offer at any time in its sole discretion in accordance with the terms of the Merger Agreement, Holdings and Cox shall not be required to accept for payment, purchase or pay for, subject to any applicable rule and regulation of the SEC, including Rule 14e-1(c) under the Exchange Act, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares (whether or not any Shares theretofore have been accepted for payment or paid for pursuant to the Offer), and may terminate the Offer as to any Shares not then paid for, if at any time on or after October 19, 2004 and prior to the time of payment for any such Shares, any of the following events shall occur:

      (a) the Majority of Minority Condition shall not have been met;

      (b) there shall be pending an order, decree, ruling or action restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Merger or the other transactions contemplated by the Merger Agreement in connection with a suit, claim or action filed by a private (non-government) third-party;

      (c) there shall (A) be pending any suit, claim, action, proceeding, hearing, notice of violation, demand letter or an investigation initiated, filed or conducted, or (B) have been a statute, rule, regulation, judgment, order or injunction promulgated, entered, enforced, enacted, issued or rendered applicable to the Offer or the Merger, in either case initiated by any domestic, federal or state governmental, regulatory or administrative agency or authority or court or legislative body or commission which (i) prohibits or imposes any material limitations on Enterprises’ or Holdings’ ownership, control or operation of all or a material portion of the businesses or assets of Cox or its subsidiaries, (ii) prohibits or makes illegal the acceptance for payment, payment for or the purchase of Shares or the consummation of the Offer or the Merger, (iii) results in a material delay in or restricts the ability of Holdings, or renders Holdings unable, to accept for payment, pay for or purchase some or all of the Shares, (iv) imposes material limitations on the ability of Holdings or Enterprises effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by it on all matters properly presented to Cox’s stockholders, (v) requires material divestiture by Enterprises or its affiliates of Shares, (vi) seeks to compel Enterprises, its affiliates, or Cox or its subsidiaries to dispose of material portions of the business, assets or properties of Cox or its subsidiaries, Enterprises or its affiliates or (vii) challenges or seeks to enjoin or prohibit (or seeks damages for) the consummation of the Merger or the acquisition by Enterprises, Holdings or Cox of the Shares; provided that Enterprises shall have used all reasonable efforts to cause any such judgment, order or injunction to be vacated or lifted; it being understood that the receipt of the consents listed on Schedule 4.04(b) to the Merger Agreement shall not be a condition to the Offer and to the extent any of the foregoing have been initiated by any governmental authority listed on Schedule 4.04(b) to the Merger Agreement with respect to the consents listed thereon such event shall not be a condition to the Offer;

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      (d) the representations and warranties of Cox set forth in the Merger Agreement shall not be true and correct as of the date of consummation of the Offer as though made on or as of such date, or Cox shall have breached or failed in any material respect to perform or comply with any material obligation, agreement or covenant required by the Merger Agreement to be performed or complied with by it, except in the case of any of the foregoing for any such failures, conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had or would not reasonably be expected to have a material adverse effect on Cox or prevent or materially delay the performance by Cox of any of its obligations under the Merger Agreement or the consummation of any of the transactions contemplated hereby;

      (e) the funding from the Cox Communications Credit Facility (as defined in the Merger Agreement) shall not have been obtained by Cox for reasons other than those contemplated in condition (g) below;

      (f) the funding from the Cox Enterprises Credit Facility (as defined in the Merger Agreement) shall not have been obtained by Enterprises for reasons other than those contemplated in condition (g) below (Enterprises and Holdings have waived this condition to the Offer effective as of November 2, 2004);

      (g) there shall have occurred, and continue to exist, any of the following that causes the failure of the conditions set forth in (e) and (f) above not to be satisfied (provided that in such event Enterprises shall use reasonable best efforts for a 45 day period beginning after the occurrence of such event to obtain replacement financing on substantially identical terms) (i) any general suspension of, or limitation on prices for, trading in securities on any national securities exchange, including the NYSE, for a period of two days, (ii) a declaration of a banking moratorium, (iii) any extraordinary limitation by any governmental authority that affects the extension of credit in the United States, (iv) the commencement of war or other hostilities involving the United States that materially and adversely affects the extension of credit in the United States, (v) a change in general financial bank or capital market conditions which materially and adversely affects the ability of United States financial institutions to extend credit or closes the capital markets, as a practical matter, to Enterprises or (vi) if any of (i) through (v) exists at the time of the execution of the Merger Agreement, a material acceleration or worsening thereof;

      (h) Cox (as directed by the Special Committee), Enterprises, Holdings and CEI-M shall have agreed that Holdings and Cox shall terminate the Offer or postpone the acceptance for payment of or payment for Shares thereunder; or

      (i) the Agreement shall have been terminated in accordance with its terms.

      Except for the Majority of Minority Condition and the Cox Financing Condition, the foregoing conditions are for the sole benefit of Enterprises, Holdings, CEI-M and their respective affiliates (other than Cox and its subsidiaries) and may be asserted by Enterprises or Holdings, in whole or in part, at any time and from time to time in the reasonable discretion of Enterprises or Holdings. The failure by Enterprises or Holdings at any time to exercise their respective rights under such conditions shall not be deemed a waiver of any such rights and each such right shall be deemed an ongoing right which may be asserted at any time or from time to time.

      Should the Offer be terminated pursuant to any of the foregoing provisions, all tendered Shares not theretofore accepted for payment shall forthwith be returned to the tendering stockholders.

13. Certain Legal Matters.

      General. Except as described in this Section, based on a review of publicly available filings by Cox with the SEC and a review of certain information furnished by Cox to Enterprises and Holdings and discussions of representatives of Enterprises and Holdings with representatives of Cox, the Purchasers are not aware of any license, franchise or regulatory permit that is material to the business of Cox and that would be materially adversely affected by the Purchasers’ acquisition of Shares pursuant to the Offer, or of any material filing, approval or other action by or with any governmental authority or regulatory agency that would be required for the purchase of Shares pursuant to the Offer or of Holdings’ acquisition or

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ownership of Shares pursuant to the Offer. Should any such approval or other action be required, it is presently contemplated that such approval or action would be sought, except as described below under “— State Takeover Laws.” While the Purchasers do not currently intend to delay acceptance for payment of Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if required, would be obtained without substantial conditions or that adverse consequences would not result to Cox’s business or that certain parts of Cox’s business would not have to be disposed of in the event that such approval were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchasers may decline to accept for payment or pay for any Shares tendered.

      State Takeover Laws. Cox and certain of its subsidiaries conduct business in a number of states throughout the United States, some of which have adopted laws and regulations applicable to offers to acquire shares of corporations that are incorporated or have substantial assets, stockholders and/or a principal place of business in such states. In Edgar v. Mite Corp., the Supreme Court of the United States held that the Illinois Business Takeover Statute, which involved state securities laws that made the takeover of certain corporations more difficult, imposed a substantial burden on interstate commerce and was therefore unconstitutional. In CTS Corp. v. Dynamics Corp. of America, however, the Supreme Court of the United States held that a state may, as a matter of corporate law and, in particular, those laws concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without prior approval of the remaining stockholders, provided that such laws were applicable only under certain conditions, in particular, that the corporation has a substantial number of stockholders in and is incorporated under the laws of such state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit.

      Cox is incorporated under the laws of the State of Delaware. Generally, Section 203 of the DGCL (“Section 203”) prevents an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of the corporation’s outstanding voting stock) from engaging in a “business combination” (defined to include mergers and certain other actions) with a Delaware corporation for a period of three years following the date such person became an interested stockholder unless the board of directors of the target approves the business combination prior to the date the person becomes an interested stockholder. The Cox Board approved the Offer and the Merger prior to the execution of the Merger Agreement and has specifically acted to render the restrictions in Section 203 inapplicable to the Merger Agreement, the Offer, the Merger and other transactions contemplated by the Merger Agreement and Enterprises, Holdings, DNS and CEI-M. Therefore, the Purchasers do not believe that Section 203 would apply to the Offer or the Merger.

      Cox conducts business in a number of states throughout the United States, some of which have enacted takeover laws. The Purchasers have not determined whether any of these state takeover laws and regulations will by their terms apply to the Offer or the Merger, and, except as set forth above, the Purchasers have not presently sought to comply with any state takeover statute or regulation. The Purchasers reserve the right to challenge the applicability or validity of any state law or regulation purporting to apply to the Offer or the Merger, and neither anything in this Offer to Purchase nor any action taken in connection herewith is intended as a waiver of such right. In the event it is established that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that such statute is inapplicable or invalid as applied to the Offer or the Merger, the Purchasers might be required to file certain information with, or to receive approval from, the relevant state authorities, and the Purchasers might be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in consummating the Offer. In addition, if enjoined, the Purchasers

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might be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, the Purchasers may not be obligated to accept for payment any Shares tendered. See “The Tender Offer — Section 12. Certain Conditions To The Offer.”

      Antitrust. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares pursuant to the Offer is not subject to such requirements because Enterprises currently beneficially owns in excess of 50% of Cox’s issued and outstanding common stock. Although this transaction is not subject to antitrust approval under the HSR Act, the Antitrust Division and the FTC may scrutinize the legality under the antitrust laws of transactions such as the acquisition of Shares by the Purchasers pursuant to the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws of the United States as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of substantial assets of Enterprises or Cox. Private parties (including individual States) may also bring legal actions under the antitrust laws of the United States. The Purchasers do not believe that the purchase of Shares pursuant to the Offer or the Merger will result in a violation of any antitrust laws. However, there can be no assurance that a challenge to the Offer or the Merger on antitrust grounds will not be made, or if such a challenge is made, what the result will be.

      Certain Litigation. Eighteen putative class action lawsuits were filed, purportedly on behalf of the public stockholders of Cox, challenging Enterprises’ proposal to acquire all of the outstanding Shares not owned by Holdings or DNS for $32.00 in cash per Share (the “Proposed Transaction”). Fifteen of the lawsuits were filed in the Court of Chancery of the State of Delaware (the “Delaware Court”). Following a hearing held on August 24, 2004, the Delaware Court consolidated the actions under the caption In re Cox Communications, Inc. Shareholders’ Litigation, Consolidated C.A. No. 613-N (the “Delaware Action”), and designated the amended complaint that had been filed in C.A. No. 613-N as the operative complaint in the Delaware Action (the “Delaware Complaint”). The Delaware Complaint names as defendants (collectively “Defendants”) Cox, Enterprises, Holdings, Barbara Cox Anthony and Anne Cox Chambers, and the members of the Cox Board (the “Board Defendants”). The Delaware Complaint alleges, among other things, that the price proposed to be paid in the Proposed Transaction was unfairly low, that the initiation and timing of the Proposed Transaction were in breach of the Defendants’ purported duties of loyalty and constituted unfair dealing, that the structure of the Proposed Transaction was inequitably coercive, that Defendants caused materially misleading and incomplete information to be disseminated to the holders of the Shares, and that the Board Defendants would breach their duty of care and good faith by approving the Proposed Transaction and attempting to disenfranchise the holders of the Shares by circumventing certain alleged contractual voting rights. The Delaware Complaint seeks an injunction against the Proposed Transaction, or, if it is consummated, rescission of the Transaction and imposition of a constructive trust, as well as money damages, an accounting, attorneys’ fees, expenses and other relief.

      Three putative class action lawsuits were filed in the Superior Court of Fulton County, Georgia (the “Georgia Court”), styled Brody v. Cox Communications, Inc., et al., 2004CV89198, Golombuski, et al. v. Cox Communications, Inc., et al., 2004CV89216, and Durgin v. Cox Communications, Inc., et al., 2004CV89301 (collectively, the “Georgia Actions,” together with the Delaware Action, the “Actions”). The Georgia Actions were purportedly brought on behalf of the public holders of Shares against Cox, Enterprises and the Board Defendants (collectively with Cox and Enterprises, the “Georgia Defendants”), although four counts of the Golombuski complaint were brought derivatively on behalf of Cox against the Board Defendants and Enterprises. With the exception of the Durgin Action, which did not assert claims against Enterprises, the Georgia Actions each allege that Enterprises and the Board Defendants breached their fiduciary duties in connection with the Proposed Transaction, which plaintiffs allege proposed a

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purchase price which was below the fair value of the Shares. On August 18, 2004, plaintiffs in the Georgia Actions moved for entry of a case management order to consolidate the Georgia Actions under the caption In re Cox Communication, Inc. Shareholder Litigation, C.A. No. 2004-CV-89198.

      On October 19, 2004, Enterprises and Cox publicly announced that they had entered into the Merger Agreement pursuant to which the Shares would be proposed to be acquired for $34.75 per Share by means of the Offer and the Merger. On October 18, 2004, prior to the announcement of the Merger Agreement, the parties to the Delaware Action agreed upon and executed a memorandum of understanding (the “Delaware MOU”). Pursuant to the Delaware MOU, the parties to the Delaware Action agreed, subject to the conditions described below, to enter into a stipulation of settlement to cooperate in public disclosures related to the Merger Agreement, and to use their best efforts to gain approval of the proposed settlement terms (the “Proposed Settlement”) by the Delaware Court. The Delaware MOU contemplates that, if the Proposed Settlement is approved by the Delaware Court following notice to the holders of the Shares, the Delaware Court will enter a final order providing for the dismissal with prejudice of the Delaware Action and a release in favor of all Defendants of any and all claims related to the Proposed Transaction, the Offer, and the Merger that have been or could have been asserted by the plaintiffs on behalf of the holders of the Shares (the “Delaware Final Order”). The terms of the Proposed Settlement are, among other things, (i) that, subject to the Merger Agreement, Enterprises shall proceed with the Offer and the Merger in which the holders of the Shares shall be entitled to receive consideration of $34.75 per Share, (ii) that the Offer will be subject to, among other conditions, the Majority of the Minority Condition, and (iii) that the plaintiffs shall be given the opportunity to review in advance and comment upon certain disclosures made by Enterprises and Cox in connection with the Offer and the Merger. Enterprises has acknowledged that it took into account the desirability of satisfactorily addressing the claims asserted in the Delaware Action in agreeing to increase the consideration offered to the holders of Shares and the Majority of the Minority Condition, and that the effects of plaintiffs’ counsel in the Delaware Action were causal factors that lead to such terms of the Merger Agreement.

      Also on October 18, 2004, prior to the announcement of the Merger Agreement, the parties to the Georgia Actions entered into a memorandum of understanding (the “Georgia MOU”). Pursuant to the Georgia MOU, the parties to the Georgia Actions agreed, among other things: (i) that, subject to the definitive Merger Agreement, Enterprises shall proceed with the Offer and the Merger in which the holders of the Shares shall be entitled to receive consideration of $34.75 per share, (ii) that the Offer will be subject to, among other conditions, the Majority of the Minority Condition, (iii) that Enterprises acknowledges that it took into account the desirability of satisfactorily addressing the claims asserted in the Georgia Actions in agreeing to the increased consideration offered to the holders of the Shares in the Offer and the Merger and to the Majority of the Minority Condition, and (iv) that plaintiffs shall be given the opportunity to review in advance and comment upon certain disclosures made by Enterprises and Cox in connection with the Offer and the Merger. The Georgia MOU further provides that if the Delaware Final Order has become final and non-appealable, the parties to the Georgia Actions will jointly seek, within two business days thereof, to effect the dismissal with prejudice of the Georgia Actions without further notice to the holders of the Shares.

      The Delaware MOU and the Georgia MOU provide that Defendants will provide plaintiffs’ counsel in the Delaware Action and the Georgia Actions with confirmatory discovery relating to the Merger Agreement, including additional document production and depositions, and that all other proceedings in the Actions are suspended, except any settlement related proceedings in Delaware and Georgia. Counsel for plaintiffs in the Delaware Action and counsel for plaintiffs in the Georgia Actions intend to apply to the Delaware Court and the Georgia Court, respectively, for a reasonable award of fees and expenses, and Defendants have reserved the right to object to any such application.

      The Proposed Settlement is subject to the execution of a definitive stipulation of settlement and final approval by the Delaware Court. If the Proposed Settlement is ultimately not approved by the Delaware Court, the Actions could proceed and the plaintiffs in the Actions could seek the relief sought in their respective complaints. Accordingly, there can be no assurance that the Proposed Settlement, or the

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dismissal of the Delaware Action and the Georgia Actions, will be completed on the terms described above.

14. Miscellaneous.

      The Offer is being made to all holders of Shares other than Holdings and DNS. The Purchasers are not aware of any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Purchasers become aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, the Purchasers will make a good faith effort to comply with any such state statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, the Purchasers cannot comply with any such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchasers by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

      No person has been authorized to give any information or make any representation on behalf of Enterprises or the Purchasers not contained in this Offer to Purchase or in the related Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

      The Purchasers and Enterprises have filed with the SEC a Tender Offer Statement on Schedule TO, together with all exhibits thereto, pursuant to Regulation M-A under the Exchange Act, furnishing certain additional information with respect to the Offer, including the information required by Schedule 13E-3. In addition, Cox has filed a Solicitation/ Recommendation Statement on Schedule 14D-9, together with all exhibits thereto, pursuant to Rule 14d-9 under the Exchange Act setting forth its recommendation with respect to the Offer and the reasons for such recommendations and furnishing certain additional related information. Such Schedules and any amendments thereto, including exhibits, may be inspected and copies may be obtained from the offices of the SEC in the manner set forth in “The Tender Offer — Section 7. Certain Information Concerning Cox” (except that they will not be available at the regional offices of the SEC).

Cox Enterprises, Inc.

Cox Holdings, Inc.

Cox Communications, Inc.

November 3, 2004

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SCHEDULE A

1. Directors and Executive Officers of Enterprises.

      Set forth in the table below are the names, the present principal occupations or employment and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, and the five-year employment history of each of the directors and executive officers of Enterprises. None of these persons has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), nor has any of these persons been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws. Each executive officer of Enterprises has been employed in such position or in other executive or management positions with Enterprises for at least five years. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with Enterprises. Unless otherwise noted, each person identified below is a United States citizen. Unless otherwise indicated, the business address and telephone number of each person identified below as a director or executive officer of Enterprises is c/o Cox Enterprises, Inc., 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328. Telephone: (678) 645-0000.

		Present Principal Occupation or Employment and Material Positions Held During the Last Five
Name		Years
	James C. Kennedy*	Mr. Kennedy has served as Chairman of the Board of Directors and Chief Executive Officer of Enterprises since January 1988, and prior to that time was Enterprises’ President and Chief Operating Officer. Mr. Kennedy joined Enterprises in 1972, and initially worked with Enterprises’ Atlanta Newspapers. Mr. Kennedy is Chairman of the Board of Directors Cox.
	G. Dennis Berry*	Mr. Berry has served as President and Chief Operating Officer of Enterprises since October 2000. Previously, he served as President and Chief Executive Officer of Manheim Auctions, Inc., a wholly owned subsidiary of Enterprises, from 1995 through October 2000. Prior to that, Mr. Berry was publisher of the Atlanta Journal-Constitution, where he held several positions spanning more than twenty years, including President, Vice President and General Manager, and Advertising Director. Mr. Berry also serves as a director of Cox and as the President of Holdings.
	Robert C. O’Leary*	Mr. O’Leary has served as Executive Vice President and Chief Financial Officer of Enterprises since December 1999. He joined Cox in 1982 as Vice President of Finance and later that year was promoted to Senior Vice President of Finance. He was promoted to Senior Vice President of Finance and Administration of Cox in 1986, and to Senior Vice President of Operations, Western Group, in 1989. In August 1996, he transferred to Enterprises, becoming its Senior Vice President and Chief Financial Officer. Mr. O’Leary serves as a director of Cox.
	Barbara Cox Anthony*	Mrs. Anthony is the daughter of Governor James M. Cox, the founder of Enterprises. Mrs. Anthony also serves as the Chairwoman of Dayton Newspapers. Because Mrs. Anthony and Mrs. Chambers together exercise sole or shared beneficial ownership of approximately 99% of the stock of Enterprises, Ms. Anthony is deemed to control Enterprises.
	Anne Cox Chambers*	Mrs. Chambers is the daughter of Governor James M. Cox, the founder of Enterprises. Mrs. Chambers also serves as the Chairwoman of Atlanta Newspapers. Because Mrs. Chambers and Mrs. Anthony together exercise sole or shared beneficial ownership of approximately 99% of the stock of Enterprises, Mrs. Chambers is deemed to control Enterprises.

A-1

		Present Principal Occupation or Employment and Material Positions Held During the Last Five
Name		Years
	Arthur M. Blank*	Mr. Blank is the co-founder of Home Depot, Inc. where he served as Chairman of the Board until January 1, 2002. Mr. Blank is the owner of the Atlanta Falcons NFL football team.
	Richard L. Braunstein*	Mr. Braunstein is a member of the law firm of Dow, Lohnes & Albertson, PLLC.
	Thomas O. Cordy*	Mr. Cordy is the retired President and Chief Executive Officer of The Maxxis Group, Inc.
	David E. Easterly*	Mr. Easterly is the Vice Chairman of Enterprises. Prior to October 2000, Mr. Easterly was President and Chief Operating Officer of Enterprises.
	Carl R. Gross*	Mr. Gross the retired Senior Vice President and Chief Administrative Officer of Enterprises and the retired President of Cox Newsprint Supply.
	Paul J. Rizzo*	Mr. Rizzo is the retired Vice Chairman of IBM.
	John G. Boyette	Mr. Boyette has served as the Senior Vice President, Investment and Administration of Enterprises since 2004. Previously, Mr. Boyette was the Senior Vice President, Finance of Cox Broadcasting, Inc.
	Timothy W. Hughes	Mr. Hughes is the Senior Vice President, Administration of Enterprises, a position he has held since 1995.
	Preston B. Barnett	Mr. Barnett is the Vice President and General Tax Counsel of Enterprises and the Vice President of Holdings.
	Richard D. Huguley	Mr. Huguley is the Vice President, Development of Enterprises.
	Richard J. Jacobson	Mr. Jacobson is the Vice President/ Treasurer of Enterprises.
	Marybeth Leamer	Ms. Leamer is the Vice President, Human Resources of Enterprises.
	Michael J. Mannheimer	Mr. Mannheimer is the Vice President, Materials Management of Enterprises.
	Andrew A. Merdek	Mr. Merdek is the Vice President, Legal Affairs, General Counsel and Corporate Secretary of Enterprises. Mr. Merdek is also the Corporate Secretary of Holdings and Cox.
	Gregory P. Morrison	Mr. Morrison is the Vice President and Chief Information Officer of Enterprises. Prior to joining Enterprises, Mr. Morrison served as the Vice President, Information Systems of Prudential Financial from 2000 until 2002, the Executive Vice President and Chief Operating Officer of Realestate.com during 2000 and as Vice President, Information Systems for Prudential Insurance Company from 1989 to 2000.
	Alexander Netchvolodoff	Mr. Netchvolodoff is the Senior Vice President of Public Policy of Enterprises.
	Sanford Schwartz	Mr. Schwartz is the Vice President, Business Development of Enterprises. Prior to his current position, Mr. Schwartz served as Executive Vice President of Cox Newspapers during 2004, as Vice President/ General Manager of the Atlanta Journal Constitution from 2001 to 2003 and as Executive Vice President/ General Manager of the Austin American Statesman from 1996 to 2001.
	Thomas B. Whitfield	Mr. Whitfield is the Vice President, Direct Marketing and Database Management of Enterprises. Prior to his current position, Mr. Whitfield served as Assistant Vice President for ChoicePoint Services, Inc., from 1996 to 2000.
	John C. Williams	Mr. Williams is the Vice President, Marketing of Enterprises. Mr. Williams joined Enterprises as Director Of Corporate Marketing in 1997 and was promoted to his current role in 1999.
	Alexandra M. Wilson	Ms. Wilson is the Vice President, Public Policy of Enterprises.

*  Director of Enterprises.

A-2

2. Directors and Executive Officers of Holdings.

      Set forth in the table below are the names, the present principal occupations or employment and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, and the five-year employment history of each of the directors and executive officers of Holdings. None of these persons has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), nor has any of these persons been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with Holdings. Each person identified below is a United States citizen. Unless otherwise indicated, the business address and telephone number of each person identified below as a director or executive officer of Holdings is 3993 Howard Hughes Parkway, Suit 250, Las Vegas, NV 89109. Telephone: 702-732-2094

Name		Present Principal Occupation or Employment and Material Positions Held During the Last Five Years
	Richard J. Jacobson*	Mr. Jacobson is the Treasurer of Holdings and the Vice President/ Treasurer of Enterprises. Refer to Section 1 of this Schedule A for more information regarding Mr. Jacobson’s employment history.
	Andrew A. Merdek*	Mr. Merdek is the Secretary of Holdings and the Vice President, Legal Affairs, General Counsel and Corporate Secretary of Enterprises. Refer to Section 1 of this Schedule A for more information regarding Mr. Merdek’s employment history.
	Mindy Riddle*	Ms. Riddle is a Director and Assistant Secretary of Holdings. She is currently employed with Wilmington Trust SP Services (Nevada), Inc. as Manager, Financial Services. Prior to joining Wilmington Trust in 2002, she served in public accounting at a national accounting firm, McGladrey & Pullen.
	G. Dennis Berry	Mr. Berry is the President of Holdings and President and Chief Operating Officer of Enterprises. Refer to Section 1 of this Schedule A for more information regarding Mr. Berry’s employment history.
	Preston B. Barnett	Mr. Barnett is the Vice President of Holdings and the Vice President and General Tax Counsel of Enterprises. Refer to Section 1 of this Schedule A for more information regarding Mr. Barnett’s employment history.

*  Director of Holdings.

3. Directors and Executive Officers of Cox.

      Set forth in the table below are the names, the present principal occupations or employment and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, and the five-year employment history of each of the directors and executive officers of Cox. None of these persons has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), nor has any of these persons been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities laws. Unless otherwise stated, each executive officer of Cox has been employed in such position or in other executive or management positions with Cox for at least five years. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with Cox. Each person identified below is a United States citizen. Unless otherwise indicated, the business address and telephone number of each person identified below as a director or executive officer of Cox is

A-3

c/o Cox Communications, Inc., 1400 Lake Hearn Drive, Atlanta, Georgia 30319. Telephone: (404) 843-5000.

		Present Principal Occupation or Employment and Material Positions Held During the Last
Name		Five Years
	James C. Kennedy*	Mr. Kennedy has served as Chairman of the Board of Directors of Cox since May 1994. Mr. Kennedy has served as Chairman of the Board of Directors and Chief Executive Officer of Enterprises since January 1988, and prior to that time was Enterprises’ President and Chief Operating Officer. Mr. Kennedy joined Enterprises in 1972, and initially worked with Enterprises’ Atlanta Newspapers.
	G. Dennis Berry*	Mr. Berry has served as a director of Cox since January 2003. Mr. Berry has served as President and Chief Operating Officer of Enterprises since October 2000. Previously, he served as President and Chief Executive Officer of Manheim Auctions, Inc., a wholly owned subsidiary of Enterprises, from 1995 through October 2000. Prior to that, Mr. Berry was publisher of the Atlanta Journal-Constitution, where he held several positions spanning more than twenty years, including President, Vice President and General Manager, and Advertising Director.
	Janet M. Clarke*	Ms. Clarke has served as a director of Cox since March 1995. Ms. Clarke is president of Clarke Littlefield LLC. Previously, she served as Chief Marketing Officer of DealerTrack, Inc., where she was employed beginning September, 2002. Prior to that, she served as Executive Vice President of Young & Rubicam, Inc. and Chairman and Chief Executive Officer, KnowledgeBase Marketing, Inc., a subsidiary of Young & Rubicam, from 2000 to 2001. Previously, she served as the Managing Director — Global Database Marketing of Citibank. Prior to joining Citibank in 1997, Ms. Clarke was Senior Vice President of Information Technology Sector of R.R. Donnelley & Sons Company, which she joined in 1978.
	Robert C. O’Leary*	Mr. O’Leary has served as a director of Cox since May 1999. Mr. O’Leary has served as Executive Vice President and Chief Financial Officer of Enterprises since December 1999. He joined Cox in 1982 as Vice President of Finance and later that year was promoted to Senior Vice President of Finance. He was promoted to Senior Vice President of Finance and Administration of Cox in 1986, and to Senior Vice President of Operations, Western Group, in 1989. In August 1996, he transferred to Enterprises, becoming its Senior Vice President and Chief Financial Officer.
	James O. Robbins*	Mr. Robbins has served as a director of Cox since May 1994. Mr. Robbins has served as President of Cox since September 1985, and as President and Chief Executive Officer since May 1994. Mr. Robbins joined Cox in September 1983 and has served as Vice President, Cox Cable New York City and as Senior Vice President, Operations of Cox.
	Rodney W. Schrock*	Mr. Schrock has served as a director of Cox since July 2000. Mr. Schrock served as President and Chief Executive Officer of Panasas, Inc. from February 2001 until December 2003. Previously, he served as President and Chief Executive Officer of AltaVista Company from January 1999 until October 2000. Prior to that, he served as Senior Vice President and Group General Manager of Compaq Computer Corporation’s Consumer Products Group beginning in 1995, and in other management and executive positions with Compaq beginning in 1987.
	Andrew J. Young*	Mr. Young has served as a director of Cox since March 1995. Mr. Young has served as Chairman of GoodWorks International L.L.C. since 1998, and was Co-Chairman from January 1997 until 1998. He was Vice Chairman of Law Companies Group, Inc., an engineering and environmental consulting company, from February 1993 to January 1997, and was Chairman of one if its subsidiaries, Law International, Inc., from 1989 to February 1993. From 1981 to 1989, Mr. Young was Mayor of Atlanta, Georgia, and prior to that he served as U.S. Ambassador to the United Nations under President Jimmy Carter and as a member of the U.S. House of Representatives.

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		Present Principal Occupation or Employment and Material Positions Held During the Last
Name		Five Years
	Christopher J. Bowick	Mr. Bowick has served as Senior Vice President, Engineering and Chief Technical Officer since January 2001. Mr. Bowick joined Cox in April 1998 as Vice President, Technology Development, and was promoted to Senior Vice President, Technology Development in October 2000. Prior to joining Cox, Mr. Bowick served as Group Vice President and Chief Technology Officer of Jones Intercable starting September 1991.
	Jill Campbell	Ms. Campbell has served as Senior Vice President, Operations since April 2002. Prior to that, she served as Vice President, Operations beginning April 2001 and as Vice President and General Manager of Cox’s system in Las Vegas, Nevada from September 1998 to March 2001. Ms. Campbell joined Cox in 1982 as Director of Communications for Cox’s Oklahoma City, Oklahoma system, where she was promoted to acting General Manager in 1992. She served as Vice President and General Manager of Cox’s Bakersfield, California system from 1992 to 1996, and of Cox’s Bakersfield and Santa Barbara, California systems from 1996 to April 1997, and was Vice President of Customer Operations of Cox’s Phoenix, Arizona system from April 1997 to September 1998.
	Dallas S. Clement	Mr. Clement has served as Senior Vice President, Strategy and Development since August 2000. Prior to that, he served as Vice President and Treasurer from January 1999 to July 2000. Mr. Clement joined Cox in 1990 as a Policy Analyst and was promoted to Manager of Investment Planning in January 1993, Director of Finance in August 1994, and Treasurer in December 1996. From April 1995 to December 1996, Mr. Clement served as Assistant Treasurer for Enterprises and Cox.
	Susan W. Coker	Ms. Coker has served as Vice President and Treasurer since January 2004. Previously she served as Treasurer beginning January 2002, and prior to that, she served as Assistant Treasurer beginning December 1999. Ms. Coker joined Cox in 1995 as Director of Financial Planning for Broadband Services, and was promoted to Director of Financial Planning & Analysis in 1999.
	Mae A. Douglas	Ms. Douglas was appointed Vice President and Chief People Officer for Cox in 2000. She is responsible for all of Cox’s human resources functions, including employee relations, executive development, training and organizational development, employee recruitment and compensation administration. Ms. Douglas joined CableRep, Cox’s advertising sales division, in 1995 as Manager of Employee Relations and was promoted to Director of Employee Relations in 1998. She was promoted to Regional VP of Ad Sales for CableRep in 1999.
	John M. Dyer	Mr. Dyer has served as Senior Vice President, Operations since September 1999 and was previously Senior Vice President, Mergers & Acquisitions and Chief Accounting Officer. Prior to that, he served as Vice President of Accounting and Financial Planning beginning April 1997. Mr. Dyer joined Enterprises in 1977 as an internal auditor and moved to the former Cox Cable Communications, Inc. in 1980 as a financial analyst, later serving as Manager of Capital Asset Planning, and Director of Operations before being recruited by Times Mirror Cable as a Regional Vice President of Operations, later serving as Vice President of Operations. Mr. Dyer rejoined Cox as Vice President of Financial Planning and Analysis when Cox acquired Times Mirror in 1995.
	Patrick J. Esser	Mr. Esser has served as Executive Vice President and Chief Operating Officer since January 2004. Previously he served as Executive Vice President, Operations since February 2001. Prior to that, he served as Senior Vice President, Operations beginning January 2000, and as Vice President of Operations beginning May 1999. Previously, he served as Vice President, Advertising Sales from 1991 to 1999. Mr. Esser joined Cox in 1979 as Director of Programming for Cox’s Hampton Roads, Virginia cable system and in 1981 was part of a management team that launched Cox’s local advertising sales subsidiary, CableRep (now Cox Media, Inc.).

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		Present Principal Occupation or Employment and Material Positions Held During the Last
Name		Five Years
	William J. Fitzsimmons	Mr. Fitzsimmons has served as Vice President of Accounting and Financial Planning and Analysis, and Chief Accounting Officer, since April 2001. Prior to that, he served as Vice President of Financial Operations for Cox’s system in San Diego, California from 1996 to March 2001. Mr. Fitzsimmons joined Cox in 1993 as Director of Finance for Cox’s Pensacola, Florida system, and was promoted to Director of Finance in San Diego in 1995.
	James A. Hatcher	Mr. Hatcher has served as Senior Vice President, Legal and Regulatory Affairs since July 1999. Prior to that, he served as Vice President, Legal and Regulatory Affairs beginning January 1995. Mr. Hatcher was named Vice President and General Counsel of Cox in 1992. He joined Cox in 1979 and held various positions, including Secretary and General Counsel for Cox and Enterprises prior to 1992.
	Scott A. Hatfield	Mr. Hatfield has served as Senior Vice President and Chief Information Officer since July 1999. Mr. Hatfield joined Cox in 1995 as Vice President and Chief Information Officer. Prior to joining Cox, Mr. Hatfield served as Vice President and Chief Information Officer of Ohmeda, Inc. since 1994.
	Jimmy W. Hayes	Mr. Hayes has served as Executive Vice President, Finance and Chief Financial Officer of Cox since July 1999. Mr. Hayes was named Senior Vice President, Finance and Administration and Chief Financial Officer in January 1999. Prior to that time, he served as Senior Vice President, Finance and Chief Financial Officer of Cox beginning January 1992. Mr. Hayes joined Enterprises in 1980 as Accounting Manager, was promoted to Assistant Controller in May 1981, and Controller in January 1982. Mr. Hayes was named Vice President, Finance of Cox in September 1989.
	Claus F. Kroeger	Mr. Kroeger has served as Senior Vice President, Operations since July 1999. Prior to that, he served as Vice President, Operations beginning October 1994. Mr. Kroeger joined Cox in 1976 as a manager trainee. He has held various positions in the field and served as Director of Operations and Director of Business Development of Cox. From 1990 to 1994, he served as Vice President and General Manager of Cox Cable Middle Georgia.

*  Director of Cox.

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SCHEDULE B

      The following table sets forth information concerning transactions in Cox’s Class A common stock during the past 60 days by (i) Enterprises, its subsidiaries, and their respective directors and executive officers, (ii) Holdings, its subsidiaries, and their respective directors and executive officers, and (iii) Cox, its subsidiaries, their respective directors and executive officers and any Cox pension, profit-sharing or similar plan. Unless otherwise noted, all transactions listed below involved open-market purchases or sales of Cox’s Class A common stock.

			Number of Class A
Name of Party	Transaction Date		Shares		Price Per Share
James C. Kennedy		October 25, 2004		1,000		0.00*
		October 25, 2004		1,000		0.00*
Dallas S. Clement		October 29, 2004		1,400		0.00**
Total				3,400

  *  Represents a gift by Mr. Kennedy.

**  Represents gifts by Mr. Clement to his children.

      Neither Enterprises nor Holdings has purchased any Cox Class A common stock in the past two years. The following table sets forth information with respect to purchases of Cox’s Class A common stock by Cox during the past two years, all of which were sales exempt from Exchange Act Section 16(b) resulting from the surrender of Class A common stock by Cox officers to satisfy withholding tax liability incident to the vesting of awards originally issued under Cox’s Long-Term Incentive Plan.

	Number of Shares		Price Paid
	Purchased During		Per Share During
Quarter/Year	the Quarter		the Quarter
First Quarter 2002		10,737	$	41.68
First Quarter 2003		11,506	$	28.61
Third Quarter 2003		2,377	$	32.94
First Quarter 2004		9,485	$	34.75

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SCHEDULE C

Excerpts from the Delaware General Corporation Law Relating to the Rights of Dissenting Stockholders

Section 262

Appraisal Rights

      (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

      (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:

      (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.

      (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

      a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

      b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;

      c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or

      d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

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      (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

      (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

      (d) Appraisal rights shall be perfected as follows:

      (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

      (2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, then, either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given,

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provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

      (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder’s written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later.

      (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

      (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

      (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may

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participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

      (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

      (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

      (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just.

      (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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ANNEX I

Goldman, Sachs & Co. | 85 Broad Street | New York, New York 10004

Tel: 212-902-1000 | Fax: 212-357-4451

PERSONAL AND CONFIDENTIAL

October 19, 2004

Special Committee of the Board of Directors

Cox Communications, Inc.

1400 Lake Hearn Drive

Atlanta, Georgia 30319

Ladies and Gentlemen:

You have requested our opinion as to the fairness from a financial point of view to the holders (other than Cox Enterprises, Inc. (“CEI”) and its affiliates) of the outstanding shares of Class A Common Stock, par value $1.00 per share (the “Shares”), of Cox Communications, Inc. (the “Company”) of the $34.75 per Share in cash proposed to be received by the holders of Shares in the Tender Offer and the Merger (as defined below) pursuant to the Agreement and Plan of Merger, dated as of October 19, 2004 (the “Agreement”), by and among CEI, Cox Holdings, Inc., a wholly owned subsidiary of CEI (“Purchaser”), CEI-M Corporation, a wholly owned subsidiary of CEI (“Merger Sub”), and the Company. The Agreement provides for a tender offer (the “Tender Offer”) for all of the outstanding Shares, other than Shares held by CEI and Cox DNS, Inc., a wholly owned subsidiary of CEI (“DNS”), pursuant to which the Company and Purchaser will pay $34.75 per Share in cash for each Share accepted. The Agreement also provides that the Tender Offer is subject to the unwaivable condition that there shall have been validly tendered and not withdrawn the number of Shares which constitutes at least a majority of the outstanding Shares not held by CEI, DNS, Merger Sub, any of their respective affiliates or any officers or directors of the Company. Pursuant to the Agreement, Purchaser and DNS will contribute all Shares (including any Shares purchased by Purchaser pursuant to the Tender Offer) and all shares of Class C Common Stock, par value $1.00 per share (the “Class C Stock”), of the Company owned by them to Merger Sub immediately prior to the effective time of the Merger. The Agreement further provides that, following completion of the Tender Offer, Merger Sub will be merged with and into the Company (the “Merger”) and each outstanding Share (other than Shares already owned by CEI and its affiliates) will be converted into the right to receive $34.75 in cash.

Goldman, Sachs & Co. and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. We have acted as financial advisor to the Special Committee in connection with, and have participated in certain of the negotiations leading to, the transaction contemplated by the Agreement (the “Transaction”).

Special Committee of the Board of Directors

Cox Communications, Inc.

October 19, 2004

Page Two

We expect to receive fees for our services in connection with the Transaction, including fees of $1,750,000 in the aggregate prior to the date hereof, $4,640,000 upon delivery of this letter, and 0.20% of the amount by which the aggregate consideration payable at the closing of the Tender Offer and the Merger to holders of Shares (other than CEI) exceeds the aggregate amount that would have been paid to such holders in the Tender Offer and the Merger had such per Share consideration been $32.67. The Company has also agreed to reimburse our expenses and indemnify us against certain liabilities arising out of our engagement.

In addition, we have provided certain investment banking services to the Company from time to time, including having acted as (i) co-manager in connection with the follow-on offering of Shares in August 1999, (ii) co-manager in the offering of exchangeable debentures of the Company in the aggregate principal amount of $1,108,000,000 in November 1999 and (iii) lender in connection with a five-year loan commitment in the aggregate principal amount of $40,000,000 in June 2004. We have provided certain investment banking services to CEI from time to time, including having acted as lender in connection with (i) a 364-day loan commitment in the aggregate principal amount of $10,000,000 in June 2003 and (ii) a five-year loan commitment in the aggregate principal amount of $40,000,000 in June 2004. We have also provided certain investment banking services to Cox Radio, Inc., an indirect subsidiary of CEI (“Cox Radio”), from time to time, including having acted as lender in connection with (i) a 364-day loan commitment in the aggregate principal amount of $6,000,000 in June 2003 and (ii) a five-year loan commitment in the aggregate principal amount of $15,000,000 in June 2004. We also may provide investment banking and other services to the Company, CEI, Cox Radio and their affiliates in the future. In connection with the above-described investment banking services we have received, and may receive, compensation.

Goldman, Sachs & Co. is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, hedging, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman, Sachs & Co. and its affiliates may provide such services to the Company, CEI, Cox Radio and their respective affiliates, may actively trade the debt and equity securities (or related derivative securities) of the Company, Cox Radio and other affiliates of CEI for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

In connection with this opinion, we have reviewed, among other things, the Agreement; annual reports to stockholders and Annual Reports on Form 10-K of the Company for the five fiscal years ended December 31, 2003; certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company; certain other communications from the Company to its stockholders; certain internal financial analyses and forecasts for the Company prepared by the Company’s management, including such management’s long-range plans, dated September 7, 2004 and Fall 2003, respectively, the presentation at the October 6, 2004 meeting of the Board of Directors of the Company and forecasts for the interim period ended September 30, 2004; audited financial statements of Discovery Communications, Inc. (“Discovery”) for the two fiscal years ended December 31, 2003; certain forecasts for Discovery prepared by the management of Discovery; and certain research analyst estimates for the Company and its affiliates. We also have held discussions with members of the senior management of the Company regarding

Special Committee of the Board of Directors
Cox Communications, Inc.
October 19, 2004
Page Three

their assessment of the past and current business operations, financial condition and future prospects of the Company and its affiliates. In addition, we have reviewed the reported price and trading activity for the Shares, compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent minority buyout transactions and certain recent business combinations and performed such other studies and analyses, and considered such other factors, as we considered appropriate.

We have relied upon the accuracy and completeness of all of the financial, accounting, legal, tax and other information discussed with or reviewed by us and have assumed such accuracy and completeness for purposes of rendering this opinion. In addition, we have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and we have not been furnished with any such evaluation or appraisal. You have instructed us to take into account your views and the views of the Company’s management as to the significant risks and uncertainties relating to the ability of the Company to realize the long range plan, dated September 7, 2004, in the amounts and within the time periods contemplated thereby, including in light of developments material to competitive pressures affecting the Company and the forecasts by the Company’s management for the interim period ended September 30, 2004.

We were not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of or other business combination with the Company. We note that (i) CEI and its affiliates beneficially own approximately 72.8% of the combined voting power of the Shares and the Class C Stock; (ii) CEI has indicated to you that it has no interest in pursuing or permitting a business combination involving the Company or any of its operations other than a transaction in which CEI would be a purchaser of the Shares it does not already beneficially own and you have instructed us not to consider any such alternative transaction in rendering this opinion; and (iii) to your knowledge, no third party other than CEI has made any proposal to purchase most or all of the outstanding Shares as a single block, including during the time since the announcement of CEI’s proposal on August 1, 2004. Our opinion does not address the underlying business decision of the Company to engage in the Transaction. Our advisory services and the opinion expressed herein are provided for the information and assistance of the Special Committee of the Board of Directors of the Company in connection with its consideration of the Transaction and such opinion does not constitute a recommendation as to whether or not any holder of Shares should tender such Shares in connection with the Tender Offer or how any holder of Shares should vote with respect to the Merger.

Special Committee of the Board of Directors

Cox Communications, Inc.

October 19, 2004

Page Four

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the $34.75 per Share in cash to be received by the holders of Shares (other than CEI and its affiliates) in the Tender Offer and the Merger is fair from a financial point of view to such holders.

Very truly yours,

/s/ GOLDMAN, SACHS & CO.

(GOLDMAN, SACHS & CO.)

ANNEX II

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

COX ENTERPRISES, INC.,

COX HOLDINGS, INC.,

CEI-M CORPORATION

AND

COX COMMUNICATIONS, INC.

DATED AS OF OCTOBER 19, 2004

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ARTICLE I  THE TENDER OFFER		II-4
	SECTION 1.01  The Tender Offer	II-4
	SECTION 1.02  Company Actions	II-6
	SECTION 1.03  The Purchase	II-7
	SECTION 1.04  Stockholder Lists	II-7
ARTICLE II  THE MERGER		II-7
	SECTION 2.01  The Merger	II-7
	SECTION 2.02  Effective Time; Closing	II-7
	SECTION 2.03  Effects of the Merger	II-8
	SECTION 2.04  Certificate of Incorporation and Bylaws	II-8
	SECTION 2.05  Directors	II-8
	SECTION 2.06  Officers	II-8
	SECTION 2.07  Conversion of Shares	II-8
	SECTION 2.08  Short-Form Merger; Stockholders’ Meeting Not Required	II-8
	SECTION 2.09  Long-Form Merger; Stockholders’ Meeting Required	II-9
ARTICLE III  DISSENTING SHARES; PAYMENT FOR SHARES		II-9
	SECTION 3.01  Dissenting Shares	II-9
	SECTION 3.02  Exchange of Certificates and Cash	II-10
	SECTION 3.03  Stock Transfer Books	II-11
ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF THE COMPANY		II-12
	SECTION 4.01  Corporate Organization	II-12
	SECTION 4.02  Capitalization	II-12
	SECTION 4.03  Authority Relative to this Agreement	II-12
	SECTION 4.04  No Conflict; Required Filings and Consents	II-13
	SECTION 4.05  SEC Filings and Financial Statements	II-13
	SECTION 4.06  Absence of Certain Changes or Events	II-14
	SECTION 4.07  No Undisclosed Liabilities	II-14
	SECTION 4.08  Opinion of Financial Advisor	II-14
	SECTION 4.09  Board Approval	II-14
	SECTION 4.10  Brokers	II-14
	SECTION 4.11  Financing	II-14
	SECTION 4.12  Vote Required	II-14
ARTICLE V  REPRESENTATIONS AND WARRANTIES OF PARENT, PURCHASER AND MERGER SUB		II-15
	SECTION 5.01  Corporate Organization	II-15
	SECTION 5.02  Authority Relative to this Agreement	II-15
	SECTION 5.03  No Conflict; Required Filings and Consents	II-15
	SECTION 5.04  Brokers	II-16
	SECTION 5.05  Financing	II-16
	SECTION 5.06  No Material Transactions	II-16
	SECTION 5.07  Subsidiaries	II-16

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ARTICLE VI  COVENANTS AND OTHER AGREEMENTS		II-16
	SECTION 6.01  Conduct of Business of the Company	II-16
	SECTION 6.02  Notification of Certain Matters	II-17
	SECTION 6.03  Indemnification; Directors, and Officers, Insurance	II-17
	SECTION 6.04  Access and Information	II-18
	SECTION 6.05  Publicity	II-18
	SECTION 6.06  Reasonable Best Efforts	II-19
	SECTION 6.07  Cancellation of Vested Stock Options	II-19
	SECTION 6.08  Purchaser Compliance	II-19
	SECTION 6.09  Financing	II-19
	SECTION 6.10  Litigation	II-20
	SECTION 6.11  No New Offers	II-20
	SECTION 6.12  DGCL 203 Restrictions	II-20
	SECTION 6.13  Restricted Stock	II-20
ARTICLE VII  CONDITIONS		II-21
	SECTION 7.01  Conditions to Obligation of Each Party to Effect the Merger	II-21
ARTICLE VIII  TERMINATION, AMENDMENT AND WAIVER		II-21
	SECTION 8.01  Termination	II-21
	SECTION 8.02  Effect of Termination	II-22
	SECTION 8.03  Amendment	II-22
	SECTION 8.04  Extension and Waiver	II-22
ARTICLE IX  MISCELLANEOUS		II-22
	SECTION 9.01  Non-Survival of Representations, Warranties and Agreements	II-22
	SECTION 9.02  Fees and Expenses	II-23
	SECTION 9.03  Notices	II-23
	SECTION 9.04  Governing Law	II-23
	SECTION 9.05  Entire Agreement; Assignment	II-24
	SECTION 9.06  Severability	II-24
	SECTION 9.07  Headings	II-24
	SECTION 9.08  Parties In Interest	II-24
	SECTION 9.09  Specific Performance	II-24
	SECTION 9.10  Counterparts	II-25
	SECTION 9.11  Waiver of Jury Trial	II-25

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AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 19, 2004, is entered into by and among Cox Enterprises, Inc., a Delaware corporation (“Parent”), Cox Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), CEI-M Corporation, a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”), and Cox Communications, Inc., a Delaware corporation (the “Company”).

      WHEREAS, Purchaser beneficially owns 25,696,470 shares of the Class C Common Stock, par value $1.00 per share, of the Company (the “Class C Stock”), and 340,710,646 shares of the Class A Common Stock, par value $1.00 per share, of the Company (the “Class A Stock”), and Cox DNS, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“DNS”), owns 1,901,322 shares of Class C Stock and 24,980,530 shares of Class A Stock, which together with the Class C Stock and Class A Stock owned by Purchaser, in the aggregate, represents approximately 62.05% of the outstanding shares of common stock of the Company and 72.74% of the voting power in the Company;

      WHEREAS, subject to the terms and conditions provided herein, Purchaser and the Company hereby agree to commence a joint tender offer (the “Offer”) to acquire up to 100% of the issued and outstanding shares of Class A Stock (the “Shares”) not otherwise owned by Purchaser and DNS for an amount equal to $34.75 per Share (such amount being hereinafter referred to as the “Offer Price”), net to the stockholders who tender their Shares, in cash;

      WHEREAS, subject to the terms and conditions provided herein, upon the purchase of Shares pursuant to the Offer, Parent intends to cause all shares of capital stock of the Company owned by Purchaser and DNS to be transferred to Merger Sub immediately prior to the Effective Time (as defined in Section 2.02 herein) and to merge Merger Sub with and into the Company pursuant to Delaware General Corporation Law (“DGCL”) Section 251 or Section 253, as applicable (the “Merger”);

      WHEREAS, the Board of Directors of the Company, based on the recommendation of the special committee of independent directors of the Board of Directors of the Company (the “Special Committee”), has (i) determined that each of the Offer and the Merger (as hereinafter defined), is advisable, fair to and in the best interests of the stockholders of the Company (other than Parent and its subsidiaries), (ii) resolved to approve and adopt this Agreement and the transactions contemplated hereby, (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by such stockholders of the Company, subject to the terms and conditions set forth herein, (iv) approved the transactions contemplated by this Agreement as an exception to the Business Combination provisions of the Company’s Certificate of Incorporation, as amended to the date hereof (the “Company Charter”) and (v) taken all necessary action to render the restrictions in Section 203 of the DGCL inapplicable to this Agreement, the transactions contemplated by this Agreement, Parent, Purchaser, DNS and Merger Sub.

      NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, Parent, Purchaser, Merger Sub and the Company hereby agree as follows:

ARTICLE I

THE TENDER OFFER

      SECTION 1.01     The Tender Offer.

      (a) Subject to the provisions of this Agreement, the Company and Purchaser will commence the Offer, as promptly as practicable (but in no event earlier than November 1, 2004) after the public announcement (on the date hereof or the following business day) of the execution of this Agreement.

      (b) The Offer shall expire at 12:00 midnight, New York City Time, twenty (20) business days following the commencement of the Offer (the “Initial Expiration Date” and together with any extension

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permitted hereunder, the “Expiration Date”), unless this Agreement is earlier terminated in accordance with Section 8.01 hereof.

      (c) The obligation of Purchaser and the Company to commence the Offer and to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the non-waivable condition that pursuant to the Offer, there shall have been validly tendered and not withdrawn before the Offer expires the number of Shares which constitutes at least a majority of the outstanding Shares not beneficially owned by Parent, Purchaser or DNS or their respective affiliates or the directors and executive officers of the Company immediately prior to the expiration of the Offer (the “MOM Condition”) and (ii) the other conditions set forth in Exhibit 1.01(c) hereto, any of which conditions, except for the MOM Condition and condition (e) on Exhibit 1.01(c), may be waived exclusively by Purchaser, for itself and on behalf of the Company (which waiver shall be binding on the Company), in Purchaser’s sole discretion. Purchaser expressly reserves the right to amend or make changes to the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company (expressed in a resolution adopted by both the Special Committee and the Company’s Board of Directors), Purchaser shall not do any of the following: (i) decrease the Offer Price or change the form of consideration to be paid in the Offer, (ii) impose any conditions to the Offer other than the conditions set forth in Exhibit 1.01(c) hereto, (iii) otherwise amend the Offer in a manner that would materially and adversely affect the holders of Shares, (iv) amend or waive the MOM Condition or condition (e) on Exhibit 1.01(c) and (v) decrease the number of Shares to be purchased by Purchaser pursuant to the Offer. Notwithstanding anything in this Agreement to the contrary, without the consent of the Special Committee, Purchaser shall have the right to extend the Offer on behalf of Purchaser and the Company beyond the Initial Expiration Date for any of the following events: (i) from time to time if, at the Initial Expiration Date (or extended Expiration Date of the Offer, if applicable), any of the conditions to the Offer, including without limitation, the MOM Condition, shall not have been satisfied or, if permissible, waived; (ii) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer or any period required by applicable law; or (iii) if Shares have been accepted for payment but the number of Shares collectively owned by Parent, Purchaser and Merger Sub is less than 90% of the then outstanding Shares, for an aggregate period of not more than 15 business days (for all such extensions) (each a “Subsequent Period”) beyond the date on which Shares are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in accordance with Rule 14d-11 of the Exchange Act. In the event that all of the conditions to the Offer have not been satisfied or waived at the then scheduled expiration date of the Offer, at the request of the Special Committee, Purchaser shall, and Parent shall cause Purchaser to, extend the expiration date of the Offer in such increments as Purchaser may determine until the earliest to occur of (i) the satisfaction or waiver of such conditions, (ii) termination of this Agreement in accordance with its terms, and (iii) the determination that such conditions are not reasonably capable of being satisfied. To the extent Purchaser amends or makes changes to the conditions of the Offer pursuant to the terms and conditions of this Section 1.01(c), the Company will cooperate with Parent and Purchaser in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”) or any other federal securities law, regulation or rule, or as otherwise may be necessary to effect such amendment or change.

      (d) As soon as reasonably practicable on the date the Offer is commenced, (i) Parent, Purchaser and the Company shall file with the SEC a single, joint Tender Offer Statement on Schedule TO (together with all amendments thereto, the “Schedule TO”) and a Schedule 13E-3 and (ii) the Company shall file a Solicitation/ Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with respect to the Offer, each of which will comply in all material respects with the provisions of all applicable federal securities laws, and will contain (including as an exhibit) or incorporate by reference the Offer and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, are referred to collectively as the “Offer Documents”). The Company agrees that (A) the Schedule 14D-9 shall not be withdrawn or amended without the prior written consent of Parent; provided, however, that such recommendation may be withdrawn or modified by the Special

II-5

Committee without the prior written consent of Parent to the extent that the Special Committee determines in good faith, after receiving the advice of outside counsel, that such recommendation would no longer be consistent with its fiduciary duties to the Company’s stockholders under applicable law and (B) the Schedule 14D-9, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to written information supplied by Parent or Purchaser specifically for inclusion in the Schedule 14D-9. Each of Parent, Purchaser and the Company agree that the Schedule TO, Schedule 13E-3 and the Offer Documents, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Purchaser with respect to written information supplied by the Company specifically for inclusion in the Schedule TO or the Offer Documents and no representation is made by the Company with respect to written information supplied by Parent or Purchaser specifically for inclusion in the Schedule TO or the Offer Document. Each of Parent, Purchaser and the Company further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. Each of Parent, Purchaser and the Company agrees promptly to correct or supplement any information provided by it for use in the Offer Documents if and to the extent that it shall have become false and misleading in any material respect and Parent, Purchaser and the Company further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given the opportunity to review the initial Schedule 14D-9 before it is filed with the SEC. In addition, Parent and Purchaser on the one hand, and the Company on the other hand, agree to provide the other and their respective counsel with any comments or other communications that either party or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications.

      SECTION 1.02     Company Actions. The Company hereby approves of and consents to the Offer. The Schedule 14D-9 will set forth, and the Company hereby represents to Parent, Purchaser and Merger Sub, that (a) each of the Special Committee and the Board of Directors of the Company (upon the recommendation of the Special Committee), at meetings duly called and held, has (i) determined that each of the Offer and the Merger is advisable, fair to and in the best interests of the Company’s stockholders (other than Parent and its subsidiaries); (ii) approved this Agreement and the transactions contemplated hereby, including, without limitation the Offer and the Merger; and (iii) resolved to recommend that the Company’s stockholders accept the Offer, tender their Shares pursuant thereto and approve and adopt this Agreement and the Merger; provided, however, that such recommendation may be withdrawn or modified to the extent that the Board of Directors of the Company, based on the recommendation of the Special Committee, determines in good faith, after receiving the advice of outside counsel, that such recommendation would no longer be consistent with its fiduciary duties to the Company’s stockholders under applicable law; (b) the Special Committee has received the written opinion of Goldman, Sachs & Co., the financial advisor to the Special Committee (“Goldman Sachs”), dated the date of this Agreement (the “Fairness Opinion”) to the effect that, as of such date, $34.75 per Share in cash to be received by the stockholders of the Company (other than Parent and its affiliates) pursuant to the Offer and the Merger is fair from a financial point of view to such stockholders (it being acknowledged and agreed that the inclusion of the disclosure set forth in this clause (b) in the Company’s Schedule 14D-9 shall be subject to consent of Goldman Sachs in accordance with its engagement letter with the Company); (c) the Special Committee, acting as the “Independent Directors” for purposes of Article IX of the Company Charter, has approved the transactions contemplated herein as exceptions to the Business Combination provisions in Article IX of the Company Charter; and (d) the Board of

II-6

Directors of the Company and the Special Committee have taken all necessary action to render the restrictions in Section 203 of the DGCL inapplicable to this Agreement, the transactions contemplated by this Agreement, Parent, Purchaser, DNS and Merger Sub.

      SECTION 1.03     The Purchase. Subject to the terms of this Agreement and the satisfaction or, if permissible, waiver, of all of the conditions to the Offer, promptly after the expiration of the “initial offering period” (as such term is defined in Rule 14d-1(g)(4) under the Exchange Act) (the “Initial Period”) and, if applicable, promptly, in accordance with Rule 14d-11 under the Exchange Act, during any Subsequent Period, (i) Parent will cause Purchaser to accept for payment and pay for, in accordance with the terms of the Offer, up to and including, but not more than 43,165,467 Shares in the aggregate, and (ii) the Company will accept for payment and pay for, in accordance with the terms of the Offer, all of the remaining Shares tendered pursuant to the Offer; provided, however, that if there shall have been validly tendered (and not withdrawn) pursuant to the Offer prior to 12:00 midnight, New York City Time, on the expiration of the Initial Period or, if applicable, during any Subsequent Period, that number of Shares which, when added to the Shares then owned by Parent, Purchaser and DNS (including, without limitation, any Shares purchased promptly after the expiration of the Initial Period) would represent 90% or more of the issued and outstanding Shares at the close of business on the business day immediately preceding such expiration, Parent, in its sole discretion, may instead elect to cause Purchaser to accept for payment and pay for all of the Shares validly tendered pursuant to the Offer and not yet accepted and paid for rather than have both the Company and Purchaser accept and pay for Shares, in accordance with the terms of the Offer.

      SECTION 1.04     Stockholder Lists. In connection with the Offer, the Company shall reasonably promptly furnish Purchaser with (i) mailing labels, security position listings of Shares held in stock depositories and any available listing or computer file containing the names and addresses of the record holders of Shares, each as of the most recent practicable date, and (ii) such additional information, including updated lists of stockholders, mailing labels and lists of securities positions and such other information and assistance as Purchaser or its agents may reasonably request in connection with communicating to the record and beneficial holders of Shares with respect to the Offer and the Merger.

ARTICLE II

THE MERGER

      SECTION 2.01     The Merger.

      (a) Subject to the terms and conditions of this Agreement, Purchaser will, and Parent will cause Purchaser and DNS to each, contribute all shares of Class A Stock and all shares of Class C Stock owned by them (including any Shares purchased by Purchaser pursuant to the Offer) to Merger Sub immediately prior to the Effective Time (as defined in Section 2.02 herein).

      (b) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 2.02 herein), (i) the Company and Purchaser shall consummate the Merger pursuant to which Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease, (ii) the Company shall be the successor or surviving corporation in the Merger (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware, and (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger.

      SECTION 2.02     Effective Time; Closing. As soon as practicable after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger in the case of a Long-Form Merger pursuant to Section 2.09 herein, or a certificate of ownership and merger, in the case of a Short-Form Merger pursuant to Section 2.08 herein, as applicable (in either case, the “Certificate of Merger”) with the Secretary of State of the State of Delaware and by making any related filings required under the DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed

II-7

with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties hereto and as is specified in the Certificate of Merger (the “Effective Time” or the “Closing”). Prior to such filing, a closing shall be held at the offices of Dow, Lohnes & Albertson, PLLC, One Ravinia Drive, Suite 1600, Atlanta, Georgia 30346, or such other place as the parties shall agree, for the purposes of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

      SECTION 2.03     Effects of the Merger. From and after the Effective Time, the Merger shall have the effects set forth in the DGCL (including, without limitation, Sections 259, 260 and 261 thereof).

      SECTION 2.04     Certificate of Incorporation and Bylaws. At the Effective Time, the certificate of incorporation and the bylaws of the Company will be amended in their entireties to read as set forth in Exhibits 2.04(a) (in the case of the certificate of incorporation) and 2.04(b) (in the case of the bylaws), and as so amended shall be the certificate of incorporation and bylaws of the Surviving Corporation, until thereafter amended in accordance with their respective terms and the DGCL.

      SECTION 2.05     Directors. The directors of the Company immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation, or until their earlier death, resignation or removal, or otherwise as provided by law.

      SECTION 2.06     Officers. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation until their respective successors are duly elected or appointed and qualified in the manner provided in the certificate of incorporation and bylaws of the Surviving Corporation, or until their earlier death, resignation or removal, or otherwise as provided by law.

      SECTION 2.07     Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Purchaser, Merger Sub or the Company or any holder of Shares:

      (a) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to clause (b) below and any Dissenting Shares (as hereinafter defined)) shall be converted automatically as of the Effective Time into the right to receive, subject to compliance with the provisions of Section 3.02 hereof, an amount in cash per Share equal to the Offer Price (the “Merger Consideration”), without interest. Each certificate previously evidencing any such share shall, after the Effective Time, represent only such right to receive, subject to compliance with the provisions of Section 3.02 hereof, the Merger Consideration. The holders of such certificates previously evidencing such Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by law.

      (b) Each Share and each share of Class C Stock or other class or series of capital stock (i) held in the treasury of the Company or by any wholly-owned subsidiary of the Company or (ii) owned by Parent, Purchaser or Merger Sub, shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment shall be made with respect thereto.

      (c) Each share of common stock, par value $.01 per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

      SECTION 2.08     Short-Form Merger; Stockholders’ Meeting Not Required. If, following the purchase of Shares pursuant to the Offer and its expiration on the Expiration Date and consummation of the completion of the Offer and the contribution of Shares contemplated by Section 2.01(a), Merger Sub owns in the aggregate at least 90% of the Shares outstanding, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction or waiver of the conditions to the Merger set forth in Article VII without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (a “Short-Form Merger”).

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      SECTION 2.09     Long-Form Merger; Stockholders’ Meeting Required.

      (a) If, following the purchase of Shares pursuant to the Offer and its expiration on the Expiration Date and consummation of the completion of the Offer and the contribution of Shares contemplated by Section 2.01(a), Merger Sub owns in the aggregate less than 90% of the Shares outstanding, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the satisfaction or waiver of the conditions to the Merger set forth in Article VII, in accordance with Section 251 of the DGCL (a “Long-Form Merger”). In furtherance and not in limitation of the foregoing agreement, the Company agrees that it shall, acting through its Board of Directors in accordance with applicable law, take the following actions:

      (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Special Meeting”) as soon as practicable following the acceptance for payment and purchase of Shares pursuant to the Offer to consider and vote upon the approval and adoption of this Agreement and the Merger;

      (ii) prepare and file with the SEC a preliminary proxy statement relating to this Agreement and the Merger and use its best efforts (A) after consultation with Parent and Purchaser, to respond promptly to any comments made by the staff of the SEC with respect to such preliminary proxy statement and cause a definitive proxy statement (together with any amendments or supplements thereto, the “Proxy Statement”) to be mailed to its stockholders at the earliest practicable time, and (B) to obtain the necessary approvals of this Agreement and the Merger by its stockholders; and

      (iii) include in the Proxy Statement the Fairness Opinion (subject to consent of Goldman Sachs in accordance with its engagement letter with the Company), and the recommendations of the Special Committee and the Company’s Board of Directors that the stockholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger; provided, however, that such recommendation may be withdrawn or modified by the Special Committee without the prior written consent of Parent to the extent that the Special Committee determines in good faith, after receiving the advice of outside counsel, that such recommendation would no longer be consistent with its fiduciary duties to the Company’s stockholders under applicable law.

      (b) Parent, Purchaser and Merger Sub will provide the Company with the information concerning Parent, Purchaser, Merger Sub and their respective subsidiaries and affiliates required under the Exchange Act to be included in the Proxy Statement.

      (c) Each of Parent, Purchaser, Merger Sub and the Company covenants and agrees that the information supplied by it for inclusion in the Proxy Statement or related materials, at the time such Proxy Statement or any amendments or supplements thereto are filed with the SEC, and at the time of the first mailing and at the time of the Special Meeting, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

      (d) If a vote of the stockholders of the Company is necessary to effect the Merger, Purchaser will vote and Parent will cause DNS to vote all Shares and shares of Class C Stock owned by them and their subsidiaries in favor of the approval and adoption of this Agreement and the Merger and will agree not to dispose of Shares or shares of Class C Stock following the purchase of Shares in the Offer or to grant voting power to any person or entity prior to the earlier of the Effective Time or the termination of this Agreement, except as contemplated by Section 2.01(a).

ARTICLE III

DISSENTING SHARES; PAYMENT FOR SHARES

      SECTION 3.01     Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time that are held by stockholders (i) who shall have neither voted for approval and adoption of this Agreement and the Merger nor consented thereto in

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writing and (ii) who shall be entitled to and shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such Shares fails to perfect, withdraws or otherwise loses such holder’s right to appraisal. If a holder of Dissenting Shares shall withdraw (in accordance with Section 262(k) of the DGCL) his or her demand for such appraisal or shall become ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into the right to receive the Merger Consideration, without interest thereon in the manner provided in Section 2.07 hereof. The Company or the Surviving Corporation, as the case may be, shall give Parent (a) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to Section 262 of the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

      SECTION 3.02     Exchange of Certificates and Cash.

      (a) Exchange Agent. As soon as practicable after the execution of this Agreement, Parent, Purchaser, Merger Sub and the Company shall enter into an agreement, subject to the Special Committee’s approval (not to be unreasonably withheld), and which agreement shall not be amended without the Special Committee’s approval (not to be unreasonably withheld), providing for the matters set forth in this Section 3.02 (the “Exchange Agent Agreement”) with a bank or trust company selected by Parent, subject to the Special Committee’s approval (not to be unreasonably withheld) (the “Exchange Agent”), authorizing such Exchange Agent to act as Exchange Agent in connection with the Offer and the Merger. As and when needed, on a timely basis, Parent and the Company shall deposit or shall cause to be deposited with or for the account of the Exchange Agent, for the benefit of the holders of Shares (other than Dissenting Shares and shares to be canceled pursuant to Section 2.07(b) hereof), such funds as are necessary to pay for the Shares as a result of the Offer, as provided in Section 1.03(a) hereof and as a result of the Merger as provided in Section 2.07(a) hereof (such cash funds are hereafter referred to as the “Exchange Fund”).

      (b) Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time evidenced outstanding Shares (other than Dissenting Shares and Shares to be canceled pursuant to Section 2.07(b) hereof (the “Certificates”), (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions (collectively, the “Transmittal Documents”), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall thereupon be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Article III to the transferee of such Shares if the Certificate evidencing such Shares is presented to the Exchange Agent and is properly endorsed or otherwise in proper form for transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the Merger Consideration must either pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as

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promptly as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such Merger Consideration. Until surrendered in accordance with this Section 3.02, each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each Share formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in this Article III. Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be for the account of Parent, or if Parent shall have directed, the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of the Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares.

      (c) Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) which remains undistributed to the holders of Shares for six months following the Effective Time shall be delivered by the Exchange Agent to Parent on demand, or at Parent’s direction all or a portion thereof shall be delivered to the Surviving Corporation. Any holders of Shares who have not theretofore complied with this Article III shall thereafter look only to Parent and (if Parent shall have directed that any portion of such Exchange Fund be delivered to the Surviving Corporation) the Surviving Corporation for payment of the Merger Consideration.

      (d) No Liability. None of the Surviving Corporation, Parent, Purchaser, the Company or the Exchange Agent shall be liable to any holder of Shares for any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

      (e) Withholding Rights. The Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as the Surviving Corporation or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the United States Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange Agent.

      (f) Lost, Stolen or Destroyed Certificates. In the event any Certificates evidencing Shares shall have been lost, stolen or destroyed, the holder of such lost, stolen or destroyed Certificate(s) shall execute an affidavit of that fact upon request. The holder of any such lost, stolen or destroyed Certificate(s) shall also deliver a reasonable indemnity against any claim that may be made against Parent, Purchaser, the Surviving Corporation or the Exchange Agent with respect to the Certificate(s) alleged to have been lost, stolen or destroyed. The affidavit and any indemnity which may be required hereunder shall be delivered to the Exchange Agent, who shall be responsible for making payment for such lost, stolen or destroyed Certificates(s) pursuant to the terms hereof.

      SECTION 3.03     Stock Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Shares shall cease to have any rights with respect to such Shares, except as provided in this Agreement or by applicable law. Any Certificates presented to the Exchange Agent or the Surviving Corporation for any reason at or after the Effective Time shall be canceled and exchanged for the Merger Consideration pursuant to the terms in this Article III.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      Except as set forth in the SEC Reports (defined in Section 4.05 hereof) filed prior to the date hereof or as otherwise known by Parent, the Company hereby represents and warrants to Parent and Purchaser as follows:

      SECTION 4.01     Corporate Organization. The Company and each of its subsidiaries is a corporation, partnership or other legal entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where such failures to be so organized, existing and in good standing, individually or in the aggregate, have not had or would not reasonably be expected to have a material adverse effect on the business, assets, results of operations or financial condition of the Company and its subsidiaries, taken as a whole (a “Company Material Adverse Effect”). The Company and each of its subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that, individually or in the aggregate, have not had, or would not reasonably be expected to have a Company Material Adverse Effect.

      SECTION 4.02     Capitalization.

      (a) The authorized capital stock of the Company consists of 671,000,000 shares of Class A Stock, 62,000,000 shares of Class C Stock and 10,000,000 shares of preferred stock. As of October 15, 2004, there were (i) 606,315,174 Shares and 27,597,792 shares of Class C Stock issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) 5,532,505 shares of Class A Stock held in the Company’s treasury, (iii) no shares of preferred stock issued or outstanding and (iv) 18,670,467 stock options outstanding, and since such date, no Shares, Class C shares or Preferred shares have been issued other than Shares issued pursuant to options which were outstanding as of such date.

      (b) Except as set forth in this Section 4.02, and except for this Agreement and the transactions contemplated hereby, there are not now, and at the Effective Time there will not be, any shares of capital stock of the Company issued or outstanding or any subscriptions, options, warrants, calls, rights, convertible or exchangeable securities or other agreements, commitments or rights of any character relating to issued or unissued capital stock or other securities of the Company, or otherwise obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, or to make any payments in respect of, shares of capital stock or other securities of the Company.

      (c) Except for this Agreement and the transactions contemplated hereby, there are not now, and at the Effective Time there will not be, any voting trusts or other agreements or understandings to which the Company is a party or is bound with respect to the voting of capital stock of the Company.

      SECTION 4.03     Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and the Special Committee and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby (other than, with respect to the Long-Form Merger, the approval of this Agreement and the Merger by the stockholders of the Company and the filing of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent, Purchaser and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

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      SECTION 4.04     No Conflict; Required Filings and Consents.

      (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the Company Charter or its Bylaws (the “Bylaws”), or the certificate of incorporation, bylaws or other equivalent organizational documents of any of its subsidiaries or (ii) conflict with or violate any federal, state or local statute, law, rule, regulation, ordinance, code, order, judgment, decree or any other requirement or rule of law applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss of a material benefit under or give to others any right of termination, amendment, acceleration, increased payment or cancellation of, or result in the creation of a lien or other encumbrance on any property or contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their properties or assets is bound or affected, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the performance by the Company of any of its obligations under this Agreement or the consummation of any of the transactions contemplated hereby.

      (b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign (each a “Governmental Entity”), except (i) for (A) any applicable requirements of the Exchange Act or the Securities Act, (B) the filing of appropriate merger and similar documents as required by the DGCL, the Merger and the transactions contemplated hereby, and (C) the approvals from franchising authorities or other regulatory agencies set forth on Schedule 4.04(b) (the “Governmental Approvals”) and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the performance by the Company of any of its obligations under this Agreement or the consummation of any of the transactions contemplated hereby.

      SECTION 4.05     SEC Filings and Financial Statements. The Company has heretofore filed (or, with respect to forms, reports, statements, schedules and other materials required to be filed after the date hereof, will file) all forms, reports, statements, schedules and other materials with the SEC required to be filed pursuant to the Exchange Act or other federal securities laws since October 1, 2001 (the “SEC Reports”). As of their respective dates, the SEC Reports (including, without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with all applicable requirements of the Exchange Act and other federal securities laws and to the best knowledge of the Company, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company (the “2003 Financial Statements”) included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (including the related notes thereto) and the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004 and June 30, 2004 (including the related notes thereto) have been prepared from, and are in accordance with, the books and records of the Company and its subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal year-end adjustments) and fairly present in all material respects the consolidated financial position and the

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consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.

      SECTION 4.06     Absence of Certain Changes or Events. Since December 31, 2003, neither the Company nor any of its subsidiaries has (a) conducted its business other than in the ordinary and usual course of business consistent with past practice or (b) suffered any change in its business, financial condition, results of operations, assets or liabilities which, individually or in the aggregate, has had or would reasonably be expected to have, a Company Material Adverse Effect, other than any change or effect relating to general economic conditions or generally affecting the industries in which the Company operates which are not disproportionate to the Company and other than any change or effect attributable to the execution, announcement and/or performance of this Agreement.

      SECTION 4.07     No Undisclosed Liabilities. Except (a) for liabilities incurred by the Company or its subsidiaries in the ordinary course of business consistent with past practice and (b) for liabilities incurred in connection with the transactions contemplated by this Agreement, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, contingent or otherwise) which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

      SECTION 4.08     Opinion of Financial Advisor. The Special Committee has received the written opinion of Goldman Sachs, dated the date hereof, to the effect that, as of such date, $34.75 per Share in cash to be received by the stockholders of the Company (other than Parent and its affiliates) pursuant to the Offer and the Merger is fair from a financial point of view to such stockholders.

      SECTION 4.09     Board Approval. The Board of Directors of the Company, based on the recommendation of the Special Committee, at a meeting duly called and held and at which a quorum was present and voting, (a) determined that this Agreement, the Offer and the Merger are advisable, fair to and in the best interests of the Company’s stockholders (other than Parent and its subsidiaries), (b) approved this Agreement, the Offer, the Merger and the other transactions contemplated hereby, and (c) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the Company’s stockholders (if such approval and adoption by the Company’s stockholders is required by law in order to effectuate the Merger). The Special Committee constitutes the “Independent Directors” as provided in Article IX of the Company Charter and has approved the transactions contemplated herein, including the Offer and the Merger, as an exception to the Business Combination provision under Article IX of the Company Charter. The Board of Directors of the Company and the Special Committee have taken all necessary action to render the restrictions in Section 203 of the DGCL inapplicable to this Agreement, the transactions contemplated by this Agreement, Parent, Purchaser, DNS and Merger Sub.

      SECTION 4.10     Brokers. No broker, finder or investment banker (other than Goldman Sachs) is entitled to any brokerage, finder’s or other fee or commission in connection with this Agreement, the Offer, the Merger and the other transactions contemplated hereby based upon arrangements made by or on behalf of the Company. The Company has heretofore furnished to Parent a complete and correct copy of all agreements between the Company and Goldman Sachs pursuant to which such firm would be entitled to any payment relating to the transactions contemplated hereby.

      SECTION 4.11     Financing. The Company has received from Parent, and provided to the Special Committee, a copy of a fully executed commitment letter from Citicorp North America, Inc., Citigroup Global Markets Inc., Lehman Commercial Paper Inc., Lehman Brothers Inc., JPMorgan Chase Bank and J.P. Morgan Securities Inc. (the “Lenders”) dated August 23, 2004, as amended, providing for financing necessary for Purchaser and the Company to consummate the transactions contemplated by the Offer and Merger (the “Commitment Letter”).

      SECTION 4.12     Vote Required. If the conditions of Section 2.08 are not met, no vote of the Company stockholders is required to effect the Long-Form Merger other than a vote of the holders of the outstanding shares of Class A and Class C Stock, voting together as a single class with each share of

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Class A stock being entitled to one vote and each share of Class C stock being entitled to ten votes, with such vote to be taken at the Special Meeting held pursuant to Section 2.09(a)(i) hereof.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF

PARENT, PURCHASER AND MERGER SUB

      Parent, Purchaser and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

      SECTION 5.01     Corporate Organization. Each of Parent, Purchaser and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

      SECTION 5.02     Authority Relative to this Agreement. Each of Parent, Purchaser and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent, Purchaser and Merger Sub and the consummation by each of them of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent, Purchaser and Merger Sub, and by Parent as the sole stockholder of Purchaser, and by Purchaser as the sole stockholder of Merger Sub, and no other corporate proceedings on the part of Parent, Purchaser or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement by Parent, Purchaser or Merger Sub or the consummation by Parent, Purchaser or Merger Sub of the transactions contemplated hereby (other than the filing of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent, Purchaser and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of each of Parent, Purchaser and Merger Sub, enforceable against each of Parent, Purchaser and Merger Sub in accordance with its terms.

      SECTION 5.03     No Conflict; Required Filings and Consents.

      (a) The execution and delivery of this Agreement by Parent, Purchaser and Merger Sub do not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the certificate of incorporation or bylaws of Parent, Purchaser or Merger Sub, (ii) conflict with or violate any federal, state or local statute, law, rule, regulation, ordinance, code, order, judgment, decree or any other requirement or rule of law applicable to any of Parent, Purchaser or Merger Sub or by which any of their properties or assets are bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice, lapse of time or both, would become a default) under, result in the loss of a material benefit under or give to others any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any of Parent, Purchaser or Merger Sub is a party or by which any of Parent, Purchaser or Merger Sub or any of their properties or assets is bound or affected, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, or would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the performance by Parent, Purchaser or Merger Sub of any of their respective obligations under this Agreement or the consummation of any of the transactions contemplated hereby (a “Parent Material Adverse Effect”).

      (b) The execution and delivery of this Agreement by Parent, Purchaser and Merger Sub do not, and the performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby by Parent, Purchaser and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for (A) any applicable requirements, if any, of the Exchange Act or the Securities Act, (B) filing of appropriate merger and similar documents as required by the DGCL, and (C) the Governmental Approvals and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to

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make such filings or notifications, would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse Effect.

      SECTION 5.04     Brokers. No broker, finder or investment banker (other than Citigroup and Lehman Brothers) is entitled to any brokerage, finder’s or other fee or commission in connection with this Agreement, the Offer, the Merger and the other transactions contemplated hereby based upon arrangements made by or on behalf of Parent, Purchaser or Merger Sub.

      SECTION 5.05     Financing. Parent has received, and provided to the Special Committee, a complete, correct and fully executed copy of the Commitment Letter providing for the financing necessary for Purchaser and the Company to consummate the transactions contemplated by the Offer and Merger. The Commitment Letter is in full force and effect on the date hereof. There are no facts or circumstances known to Parent that it believes are likely to (i) prevent the conditions (with respect to Parent) described in the Commitment Letter from being satisfied, (ii) prevent the Facilities (as defined in the Commitment Letter) from being consummated pursuant to the terms of the Commitment Letter, (iii) prevent Parent from receiving financing pursuant to the Facilities or (iv) make any of the assumptions (with respect to Parent) set forth in the Commitment Letter unreasonable. The aggregate proceeds contemplated by the Facilities, when taken together with the available cash of Parent and the Company, are sufficient to enable Purchaser or Purchaser and the Company, as the case may be, to purchase Shares pursuant to Section 1.03 hereof and to fund the Merger Consideration pursuant to Section 2.07 hereof.

      SECTION 5.06     No Material Transactions. None of Parent, Purchaser or Merger Sub has commenced negotiations, agreed in principle or executed any agreement (A) pursuant to which (i) all or any substantial portion of the material assets or properties of the Company or the Surviving Corporation or their subsidiaries would be offered, sold, leased, exchanged or otherwise disposed of, (ii) any material number of shares of capital stock of the Company or the Surviving Corporation or their subsidiaries would be offered or sold, (iii) the Company or the Surviving Corporation or their subsidiaries would be merged, combined or reorganized with another person or entity subsequent to the Closing, or (B) that would constitute a material change to the Company’s existing long term business plan. Neither Parent nor Purchaser will be required to make any disclosure in the Schedule TO in response to paragraphs (c)(1) and (c)(2) of Rule 1006 of Regulation M-A (17 C.F.R. §1006) that does not relate to the transactions contemplated by this Agreement.

      SECTION 5.07     Subsidiaries. Each of Purchaser and Merger Sub are direct or indirect wholly-owned subsidiaries of Parent. Merger Sub was formed specifically for the transactions contemplated by this Agreement and has conducted no operations and incurred no obligation other than in connection with the transactions contemplated by this Agreement and related to the financing. Prior to the date hereof, Purchaser has had no operations or purpose other than the ownership of stock in its subsidiaries.

ARTICLE VI

COVENANTS AND OTHER AGREEMENTS

      SECTION 6.01     Conduct of Business of the Company. The Company covenants and agrees that, prior to the Effective Time, unless Parent shall have otherwise agreed in writing or unless such action shall have been approved by a majority of the entire Board of Directors of the Company or except as otherwise expressly contemplated by this Agreement:

      (a) The business of the Company and its subsidiaries shall be conducted only in, and the Company and its subsidiaries shall not take any action except in, the ordinary and usual course of business consistent with past practice;

      (b) The Company and its subsidiaries shall not make any material modifications in employee benefit plans, employment or compensation arrangements;

      (c) The Company and its subsidiaries shall not grant any awards of restricted stock or stock options; and

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      (d) The Company and its subsidiaries shall use their commercially reasonable best efforts to keep available the services of their present officers and key employees and to preserve the good will of those having business relationships with any of them.

      SECTION 6.02     Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of the occurrence, or failure to occur, of any event which occurrence or failure to occur would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, or (b) any material failure of the Company, on the one hand, or Parent, Purchaser or Merger Sub, on the other hand, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations or warranties of the parties or the conditions to the performance by the parties hereunder.

      SECTION 6.03     Indemnification; Directors, and Officers, Insurance.

      (a) Parent and the Company agree that all rights to indemnification, advancement of expenses and exculpation now existing in favor of each individual who, as of the Effective Time, is a present or former director or officer of the Company or any of its subsidiaries (each, an “Indemnified Person”) as provided in the Company Charter and Bylaws, or in the certificate or articles of incorporation, bylaws or similar documents of any of such subsidiaries, in effect as of the date hereof, shall, with respect to matters occurring prior to the Effective Time, survive the Merger and continue in full force and effect after the Effective Time. Until the sixth anniversary of the Effective Date, the certificate of incorporation and bylaws of the Surviving Corporation and the certificate or articles of incorporation, bylaws or similar documents of its subsidiaries shall, with respect to matters occurring prior to the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of the Indemnified Persons than are set forth in the Company Charter and Bylaws or in the certificate or articles of incorporation, bylaws or similar documents of the Surviving Corporation’s subsidiaries in effect as of the date of execution of this Agreement, and such provisions shall not be amended, repealed or otherwise modified prior to the sixth anniversary of the Effective Time in any manner that would materially adversely affect the rights thereunder, as of the Effective Time, of any Indemnified Person, with respect to matters occurring prior to the Effective Time. To the maximum extent permitted by law, all such indemnification of Indemnified Persons with respect to matters occurring before the Effective Time, shall be mandatory rather than permissive, and the Company or the Surviving Corporation and their subsidiaries, as the case may be, shall advance expenses in connection with such indemnification. Parent and the Company further agree that all rights to indemnification or advancement of expenses now existing in favor of Indemnified Persons in any indemnification agreement between such person and the Company or any such subsidiary, as the case may be, or under law shall survive the Merger and continue in full force and effect in accordance with the terms of such agreement or law.

      (b) From and after the Effective Time, Parent and the Surviving Corporation shall jointly and severally, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Indemnified Person against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with (i) any acts or omissions occurring or alleged to occur prior to the Effective Time in their capacities as officers or directors of the Company or any of its subsidiaries or taken by them at the request of the Company or any of its subsidiaries (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) or (ii) the adoption and approval of this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. Notwithstanding the foregoing, in the event of any indemnifiable claim (whether or not arising before the Effective Time), (i) Parent and the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Person seeking indemnification pursuant to this Section 6.03(b), which counsel shall be reasonably satisfactory to Parent and the

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Surviving Corporation, promptly after statements therefor are received and otherwise advance or reimburse to such directors documented expenses reasonably incurred, (ii) any determination required to be made with respect to whether such Indemnified Person’s conduct complies with the standards set forth in the DGCL and any applicable provisions of the Company’s Certificate of Incorporation or Bylaws shall be made by independent counsel mutually acceptable to Parent, the Surviving Corporation and such Indemnified Persons; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The Indemnified Persons seeking indemnification pursuant to this Section 6.03(b) as a group may retain one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Person under applicable standards of professional conduct, a conflict on any significant issue between positions of such director and any other director seeking indemnification pursuant to this Section 6.03(b).

      (c) Parent shall or the Surviving Corporation shall obtain and maintain directors and officers liability insurance policies for the Indemnified Persons with respect to matters occurring prior to the Effective Time for a period of six years from the Effective Time on terms with respect to coverage and amount no less favorable than those of the applicable policies in effect on the date hereof; provided, however, that in no event shall Parent or the Surviving Corporation be obligated to expend in order to obtain or maintain insurance coverage pursuant to this Section 6.03(c) any amount per annum in excess of 200% of the aggregate premiums currently paid or payable by the Company in 2004 (on an annualized basis) for such purpose (the “cap”); and provided further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the cap, Parent or the Surviving Company shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the cap.

      (d) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or any substantial portion of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation (or their respective successors or assigns) assume the obligations of the Surviving Corporation (or their respective successors or assigns) as contemplated by this Section 6.03. The Surviving Corporation and Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.03. For the period from the time when Purchaser or the Company first purchases Shares pursuant to the Offer through the Effective Time, Parent shall not permit the Company to amend the provisions in the Company Charter and Bylaws providing for exculpation of director and officer liability and indemnification of Indemnified Persons. The provisions of this Section 6.03 shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Persons. Notwithstanding anything to the contrary, it is agreed that the rights of an Indemnified Person under this Section 6.03 shall be in addition to, and not a limitation of any other rights such Indemnified Person may have under the Company Charter and Bylaws, any other indemnification arrangements, the DGCL or otherwise and nothing in this Section 6.03 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Indemnified Persons under the Company Charter and Bylaws, any other indemnification arrangements, the DGCL or otherwise with respect to matters occurring prior to the Effective Time.

      SECTION 6.04     Access and Information. The Company shall afford to Parent, Purchaser and their representatives such access during normal business hours throughout the period prior to the Effective Time to the Company’s books, records (including, without limitation, tax returns and work papers of the Company’s independent auditors), facilities, personnel and to such other information as Parent shall reasonably request.

      SECTION 6.05     Publicity. None of the Company, Parent, Purchaser or Merger Sub shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Offer, the Merger or the other transactions contemplated hereby without prior consultation with the

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other parties, except as may be required by law or any listing agreement with a national securities exchange to which Parent or the Company is a party. Upon execution of this Agreement, Parent and the Special Committee shall agree upon the text of a press release to be issued with respect to this Agreement and the transactions contemplated hereby.

      SECTION 6.06     Reasonable Best Efforts. Subject to the terms and conditions hereof, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by the Offer, the Merger and this Agreement, and to cooperate with each other in connection with the foregoing, including using its reasonable best efforts to (a) obtain all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts, (b) obtain all necessary consents, approvals and authorizations as are required to be obtained under any federal, state or foreign law or regulation, (c) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (d) effect any necessary registrations and filings and submissions of information requested by governmental authorities, and (e) fulfill all conditions to this Agreement. In furtherance of and not in limitation of the foregoing, the Company shall permit Parent to reasonably participate in the defense and settlement of any claim, suit or cause of action relating to any takeover proposal, the Offer, the Merger, this Agreement or the other transactions contemplated hereby, and the Company shall not settle or compromise any such claim, suit or cause of action without Parent’s prior written consent, which shall not be unreasonably withheld.

      SECTION 6.07     Cancellation of Vested Stock Options. Each employee or former employee of the Company who, on or prior to the Effective Time, is the holder of vested stock option rights to purchase Shares shall be offered the right to receive an amount in cash (the “Option Cash Payment”) equal to the product of (i) the total number of Shares subject to such vested stock options and (ii) the amount, if any, by which the Merger Consideration exceeds the exercise price per share of the Shares subject to such vested stock option rights. The vested stock options rights of any employee or former employee who accepts the offer specified in this Section 6.07 shall be cancelled upon the payment to any such employee or former employee of the Option Cash Payment. The right to receive the Option Cash Payment shall be subject to the prior execution by each employee or former employee who accepts the offer specified in this Section 6.07 of all necessary written consents and releases, as determined by Parent in its sole discretion, to provide for the cancellation of the affected vested stock option rights.

      SECTION 6.08     Purchaser Compliance. Parent shall cause Purchaser and Merger Sub to comply with all of their obligations under this Agreement. Subsequent to the Effective Time, Parent shall cause Surviving Corporation to comply with all of its obligations under this Agreement to be performed subsequent to the Effective Time.

      SECTION 6.09     Financing.

      (a) Authority to Negotiate. Parent and the Company agree that unless and until this Agreement is terminated pursuant to Article 8 hereof, Parent shall have the authority to negotiate the Facilities on behalf of both Parent and the Company, and to amend or modify the Commitment Letter and the terms of the Cox Communications Credit Facility (as defined in the Commitment Letter) so long as such amendment or modification does not adversely affect the likelihood of the Facilities closing, complies with all applicable law and does not give rise to reasonable concerns regarding the solvency of the Company or the availability of sufficient surplus to complete the Offer and the Merger; provided, however, that Parent shall not agree, without the Special Committee’s prior approval, to any amendment or modification to the Cox Communications Credit Facility that would commit the Company to pay any fees or expenses or to any obligations in each case if Shares are not purchased pursuant to the Offer.

      (b) Company Financing. The Company agrees to use its reasonable best efforts to complete the transactions (related to the Company) contemplated by the Commitment Letter. Without limiting the generality of the foregoing, the Company agrees to provide reasonable and customary assistance and information in connection with the syndication and arrangement of the Facilities as set forth in the eighth

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and ninth paragraphs of the Commitment Letter and to undertake the other obligations therein referred to. In furtherance thereof, the Company agrees that it shall execute and take all actions reasonably necessary to duly execute and deliver the Cox Communications Credit Facility and, unless and until this Agreement is terminated pursuant to Article 8 hereof, it shall not seek to negotiate, amend, modify, terminate or cancel the Commitment Letter or the Cox Communications Credit Facility; provided, however, the Company shall not be obligated to execute the Cox Communications Credit Facility or any amendment or modification thereto if to do so would be a violation of applicable law or cause the Company to be in violation of applicable law or give rise to reasonable concerns regarding the solvency of the Company or the availability of sufficient surplus to complete the Offer and the Merger; and provided further that Parent shall not agree, without the Special Committee’s prior approval, to any amendment or modification to the Cox Communications Credit Facility that would commit the Company to pay any fees or expenses or to any obligations in each case if Shares are not purchased pursuant to the Offer. The Company will not knowingly attempt, directly or indirectly, to induce or encourage the Lenders or other entities not to fund any of the financing contemplated by the Commitment Letter.

      (c) Parent Financing. Parent agrees to use its reasonable best efforts to complete the transactions (related to Parent) contemplated by the Commitment Letter. Following the date hereof, any amendment, modification, termination or cancellation of any of the Facilities or any information known to Parent which makes it unlikely that the Facilities will be obtained on the terms set forth in the Commitment Letter shall be promptly disclosed to the Special Committee. Parent will not knowingly attempt, directly or indirectly, to induce or encourage the Lenders or other entities not to fund any of the financing contemplated by the Commitment Letter.

      SECTION 6.10     Litigation. Neither Parent nor the Company shall take any action inconsistent with the Memoranda of Understanding regarding the contemplated dismissals of the Georgia and Delaware stockholder actions if such action would materially adversely affect the Company or the Special Committee and each agrees to cooperate in negotiating further agreements consistent with the Memoranda of Understanding and shall not unreasonably refuse to execute such agreements. Parent and the Company shall cooperate in the defense of any other litigation relating to the transactions contemplated by this Agreement and the Company shall not settle any such litigation without Parent’s prior written consent. Following the Effective Time, any settlement of any such litigation shall require a full release of the Company, its directors, including the Committee, and any of their financial and legal advisors.

      SECTION 6.11     No New Offers. Each of the Company, Parent, Purchaser and Merger Sub hereby agree that if the Offer is terminated in accordance with the terms of this Agreement without the purchase of the Shares thereunder, no such party or their controlled affiliates will purchase or offer to purchase Shares for a period of ninety (90) days after the date of such termination without the consent of the Company (with the approval of the Special Committee). The inclusion of this Section 6.11 shall in no way relieve any party or other person of any additional duties, obligations or restrictions that may otherwise be applicable to the parties with respect to the purchase of Shares.

      SECTION 6.12     DGCL 203 Restrictions. If this Agreement is terminated, each of Parent, Purchaser and Merger Sub agrees that to the extent it was subject to the restrictions set forth in Section 203 of the DGCL prior to the approval of this Agreement by the Special Committee, it will, by reason of this Agreement, voluntarily comply with any such restrictions to the extent such restrictions would have been applicable had this Agreement not been executed and neither the Special Committee nor the board of directors had passed any resolutions exempting such person from Section 203.

      SECTION 6.13     Restricted Stock. The Company confirms that at the Effective Time shares of restricted stock granted by the Company shall be converted into cash and be free of all restrictions and forfeiture provisions.

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ARTICLE VII

CONDITIONS

      SECTION 7.01     Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of Parent, Purchaser, Merger Sub and the Company to consummate the Merger are subject to the satisfaction or waiver (by mutual written consent of the Company and Parent) at or prior to the Effective Time of each of the following conditions:

      (a) Purchase of Shares in Offer. Purchaser or Purchaser and the Company, as applicable, shall have purchased the Shares that have been tendered pursuant to the Offer, and the Expiration Date of the Offer shall have occurred.

      (b) Stockholder Approval. This Agreement and the Merger shall have been approved and adopted by the requisite vote, if any, of the stockholders of the Company;

      (c) No Order. No court of competent jurisdiction or United States federal or state Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement; provided, however, that the parties shall use their reasonable best efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

      SECTION 8.01     Termination. This Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time prior to the Effective Time, whether prior to or after approval by the stockholders of the Company:

      (a) by mutual written consent of Parent and the Company (acting at the direction of the Special Committee);

      (b) by either Parent or the Company (with the prior approval of the Special Committee) if the Effective Time has not occurred on or before July 19, 2005 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the Termination Date;

      (c) by either Parent or the Company (with the prior approval of the Special Committee) if any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable;

      (d) by Parent at any time prior to the purchase of Shares pursuant to the Offer, if a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that would cause any condition set forth on Exhibit 1.01(c) of this Agreement not to be satisfied, and such breach shall not have been cured in order to satisfy the condition within 30 days of the date of such breach;

      (e) by the Company at any time prior to the purchase of Shares pursuant to the Offer, if a breach of any representation, warranty, covenant or agreement on the part of Parent, Purchaser or Merger Sub set forth in this Agreement shall have occurred that would cause any condition set forth on Exhibit 1.01(c) of this Agreement not to be satisfied, and such breach shall not have been cured in order to satisfy the condition within 30 days of the date of such breach, other than the obligation to commence the Offer in accordance with Section 1.01(a) of this Agreement, which shall require full compliance; or

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      (f) by either Parent or the Company (with the prior approval of the Special Committee), if (x) the Offer shall have expired without any Shares being purchased pursuant to the Offer or (y) the Purchaser shall not have accepted for payment any Shares pursuant to the Offer by the ninetieth 90th day from the date the Offer is commenced or such later date as contemplated by the forty-five (45) day period referenced in condition (g) of Exhibit 1.01(c) of this Agreement; provided, however, that the right to terminate this Agreement under this section 8.01(f) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Purchaser to purchase the Shares pursuant to the Offer on or before such date.

      SECTION 8.02     Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.01 hereof, except as provided in Section 9.01 hereof, this Agreement shall forthwith become void and have no effect, and there shall be no liability on the part of Parent, Purchaser, Merger Sub or the Company. Nothing contained in this Section 8.02 shall relieve any party from liability for any willful breach of this Agreement.

      SECTION 8.03     Amendment. This Agreement may not be amended and no waiver, consent or approval by or on behalf of the Company (or Special Committee, if applicable) may be granted except pursuant to an instrument in writing signed by or on behalf of the Company (or Special Committee, if applicable) following approval of such action by the Special Committee and signed by Parent, Purchaser and Merger Sub; provided, however, that after any approval of this Agreement by the stockholders of the Company at the Special Meeting, if applicable, no amendment may be made without the further approval of the stockholders of the Company which would: (i) decrease the Merger Consideration; or (ii) change any other terms and conditions in this Agreement if any of the changes would, individually or in the aggregate, materially and adversely affect the stockholders of the Company.

      SECTION 8.04     Extension and Waiver. At any time prior to the Effective Time, whether before or after approval of this Agreement by the stockholders of the Company at the Special Meeting, if applicable:

      (a) the Special Committee on behalf of the Company may (a) extend the time for the performance of any of the obligations or other acts of Parent, Purchaser and Merger Sub, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by Parent, Purchaser and Merger Sub pursuant hereto, or (c) waive compliance by Parent, Purchaser and Merger Sub with any of the agreements or with any conditions to the Company’s obligations.

      (b) Parent may (a) extend the time for the performance of any of the obligations or other acts of the Company, (b) waive any inaccuracies in the representations and warranties contained herein or in any document, certificate or writing delivered by the Company pursuant hereto, or (c) waive compliance by the Company with any of the agreements or with any conditions to Parent’s, Purchaser’s or Merger Sub’s obligations.

      (c) Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party by a duly authorized officer.

ARTICLE IX

MISCELLANEOUS

      SECTION 9.01     Non-Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or the termination of this Agreement pursuant to Section 8.01 hereof, as the case may be, except that the agreements set forth in Section 8.02 and Section 9.02 hereof shall survive termination and this Section 9.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time.

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      SECTION 9.02     Fees and Expenses. All costs and expenses incurred in connection with the Offer, the Merger, this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such expenses, regardless of whether the Offer or the Merger shall be consummated; provided that Parent shall bear one-half of the printing and mailing costs and filing fees in connection with the Offer.

      SECTION 9.03     Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by telecopy or telex, overnight courier service or by registered or certified mail (postage prepaid, return receipt requested), to the respective parties at the following addresses or at such addresses as shall be specified by the parties by like notice:

(a)

If to Parent, Purchaser or Merger Sub: Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Atlanta, Georgia 30328 Attention: Mr. Robert C. O’Leary, Executive Vice President and Chief Financial Officer Telecopy No: 678-645-1992 with copies to: Cox Enterprises, Inc. 6205 Peachtree Dunwoody Road Atlanta, Georgia 30328 Attention: Andrew A. Merdek, Esq., Vice President-Legal Affairs, General Counsel and Corporate Secretary Telecopy No: 678-645-1828 Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue Suite 800 Washington, DC 20036-6802 Attention: Stuart A. Sheldon, Esq. Telecopy No: 202-776-2222

(b)

If to the Company: Cox Communications, Inc. c/o Special Committee 1400 Lake Hearn Drive Atlanta, Georgia 30319 Attention: Chair Telecopy No.: 404-843-5845 with a copy to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Attention: Peter S. Golden, Esq. Telecopy No.: 212-859-4000

      SECTION 9.04     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent that mandatory provisions of federal law apply. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its

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property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action except in such court, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware state court, (c) waives, to the fullest extent it may legally and effectively do so any objection which it may now or hereafter have to venue of any such action or proceeding in any such Delaware state court, and (d) waives, to the fullest extent permitted by law, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such Delaware state court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties to this Agreement irrevocably consents to service of process in any such action or proceeding in the manner provided for notices in Section 9.03 of this Agreement; provided, however, that nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by law.

      SECTION 9.05     Entire Agreement; Assignment. This Agreement (together with the annexes hereto) contains the entire agreement among Parent, Purchaser, Merger Sub and the Company with respect to the Offer, the Merger and the transactions contemplated hereby and supersedes all prior agreements and undertakings, both written and oral, among the parities, or any of them, with respect to these matters. Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. This Agreement shall not be assigned, except that Purchaser may assign any of its rights and obligations hereunder, including, without limitation, the right to purchase any or all of the Shares tendered pursuant to the Offer, to Parent or one or more direct or indirectly wholly-owned subsidiaries of Parent so long as such assignment does not prevent or impair the satisfaction of any of the conditions set forth in Exhibit 1.01(c) or Article VII or delay completion of the Offer, the Merger or the other transactions contemplated hereby; provided, however, that no such assignment shall relieve Purchaser of its obligations hereunder.

      SECTION 9.06     Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any terms or provisions of this Agreement in any other jurisdiction so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

      SECTION 9.07     Headings. Headings are used for reference purposes only and do not affect the meaning or interpretation of this Agreement.

      SECTION 9.08     Parties In Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors, legal representatives and permitted assigns, and, except for the provisions of Section 6.03 hereof, which shall be enforceable by the beneficiaries contemplated thereby, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

      SECTION 9.09     Specific Performance. The parties hereto agree that irreparable harm would occur in the event any of the provisions of this Agreement were not to be performed in accordance with the terms

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hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms hereof in addition to any other remedies to which they are entitled at law or in equity.

      SECTION 9.10     Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

      SECTION 9.11     Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.11.

[Signatures on the following page]

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      IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

COX ENTERPRISES, INC.

By:  /s/ JAMES C. KENNEDY

Name: James C. Kennedy

Title:  Chairman and Chief Executive Officer

COX HOLDINGS, INC.

By:  /s/ G. DENNIS BERRY

Name: G. Dennis Berry

Title:  President

CEI-M CORPORATION

By:  /s/ ROBERT C. O’LEARY

Name: Robert C. O’Leary

Title:  Vice President

COX COMMUNICATIONS, INC.

By:  /s/ JAMES O. ROBBINS

Name: James O. Robbins

Title:  President and Chief Executive Officer

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Manually signed facsimile copies of the Letter of Transmittal will be accepted. Letters of Transmittal and certificates for Shares should be sent or delivered by each Cox stockholder or his broker, dealer, commercial bank, trust company or other nominee to the Depositary at its address set forth below:

The Depositary for the Offer is:

Wachovia Bank, N.A.

By Mail:	By Overnight Courier:	In Person By Hand Only:
Corporate Actions — NC1153 1525 West W.T. Harris Blvd., 3C3 Charlotte, NC 28262-8522	Corporate Actions — NC1153 1525 West W.T. Harris Blvd., 3C3 Charlotte, NC 28262-8522	Corporate Actions — NC1153 1525 West W.T. Harris Blvd., 3C3 Charlotte, NC 28262-8522

      Any questions or requests for assistance may be directed to the Information Agent at its address and telephone numbers set forth below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent or the Depositary. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Offer.

The Information Agent for the Offer is:

D. F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll-Free: (800) 549-6697

The Dealer Managers for the Offer are:

Contact: Tim Drain (877) 531-8365	Contact: Kevin Blum (212) 526-7850

EX-99.A.1.B

LETTER OF TRANSMITTAL

To Tender Shares of Class A Common Stock

Par Value $1.00 Per Share

of

Cox Communications, Inc.

Pursuant to the Offer to Purchase, Dated November 3, 2004

by

Cox Holdings, Inc.

A Wholly Owned Subsidiary of

Cox Enterprises, Inc.

and

by

Cox Communications, Inc.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED.

The Depositary for the Offers is:

Wachovia Bank, N.A.

By Mail:

Corporate Actions — NC1153
1525 West W.T. Harris Blvd., 3C3
Charlotte, NC 28262-8522 By Overnight Courier:

Corporate Actions — NC1153
1525 West W.T. Harris Blvd., 3C3
Charlotte, NC 28262-8522 In Person By Hand Only:

Corporate Actions — NC1153
1525 West W.T. Harris Blvd., 3C3
Charlotte, NC 28262-8522

     Delivery of this Letter of Transmittal to an address, or transmission via facsimile, other than as set forth above will not constitute a valid delivery. You must:

•  sign this Letter of Transmittal in the appropriate space (page 6); and

•  complete the Substitute Form W-9 (page 12).

     Please read the instructions, beginning on page 7, carefully before completing this Letter of Transmittal.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Holder(s)
(Please Fill in, if Blank, Exactly as Name(s)	Share Certificate(s) and Share(s) Tendered
Appear(s) on Share Certificate(s)	(Attach Additional List if Necessary)
		Total Number of
		Shares
		Evidenced by	Number of
	Share Certificate	Share	Shares
	Number(s)*	Certificate(s)*	Tendered**
	Total Shares Tendered:
	* Need not be completed by stockholders delivering shares by book-entry transfer.
	** Unless otherwise indicated, all shares represented by share Certificates delivered to the Depositary will be deemed to have been tendered. See Instruction 4.

o  CHECK HERE IF CERTIFICATE(S) HAVE BEEN LOST, DESTROYED OR MUTILATED. SEE INSTRUCTION 11. NUMBER OF SHARES REPRESENTED BY LOST, DESTROYED OR MUTILATED CERTIFICATES                     .

o  CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED SHARES ARE BEING

DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT DTC:

PLEASE COMPLETE THE FOLLOWING:

Name of Tendering Institution

Account Number

Transaction Code Number

o  CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY:

Name(s) of Registered holder(s)

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution that Guaranteed Delivery

If delivery is by book-entry transfer, check box:  o

Account Number

Transaction Code Number

      This Letter of Transmittal is to be used by stockholders of Cox Communications, Inc. who hold certificates (“Certificates”) representing their shares of Class A common stock, par value $1.00 per share (the “Shares”) or who are delivering their shares by book-entry transfer and do not utilize an Agent’s Message (as defined in Instruction 2 on page 7).

      Book-entry transfers are to be made to an account maintained by Wachovia Bank, N.A. (the “Depositary”), at The Depository Trust Company (“DTC”) pursuant to the procedures described under “The Tender Offer — Section 3. Procedures For Tendering Shares” in the Offer to Purchase, dated November 3, 2004 (the “Offer to Purchase”). Delivery of documents to DTC does not constitute delivery to the Depositary.

      Stockholders whose Certificates evidencing Shares are not immediately available or who cannot deliver their Certificates and all other documents required hereby to the Depositary prior to the Expiration Date (as defined under “Introduction” in the Offer to Purchase) or who cannot complete the procedure for delivery by book-entry transfer on a timely basis and who wish to tender their shares must do so pursuant to the guaranteed delivery procedure described under “The Tender Offer — Section 3. Procedures For Tendering Shares” in the Offer to Purchase. See Instruction 2.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      The undersigned hereby tenders to Cox Communications, Inc., a Delaware corporation (“Cox”), or to Cox Holdings, Inc., a Delaware corporation (“Holdings” and together with Cox, the “Purchasers”), and a wholly owned subsidiary of Cox Enterprises, Inc., a Delaware corporation (“Enterprises”) as the case may be, the above described shares of Class A common stock, par value $1.00 per share, of Cox (the “Shares”) at a purchase price of $34.75 per Share, net to the seller in cash without interest (such amount, or any greater amount per Share paid pursuant to the Offer, being referred to as the “Offer Price”), upon the terms and subject to the conditions set forth in this Letter of Transmittal (as amended or supplemented from time to time) and in the Offer to Purchase (which together constitute the “Offer”), receipt of which is hereby acknowledged. The undersigned understands that the Purchasers reserve the right to transfer or assign, in whole, or from time to time in part, to one or more of their affiliates or subsidiaries, all or any portion of the issued and outstanding Shares tendered pursuant to the Offer or the right to purchase all or any portion of the issued and outstanding Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchasers of their obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

      Subject to, and effective upon, acceptance for payment of the tendered Shares herewith, in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchasers all right, title and interest in, to and under all of the Shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the Expiration Date (as defined in the Offer to Purchase) (collectively, “Distributions”)) and irrevocably appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:

      (i) deliver Certificates evidencing such Shares (and any and all Distributions), or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by DTC, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchasers upon receipt by the Depositary, as the undersigned’s agent, of the Offer Price;

      (ii) present such Shares (and any and all Distributions) for transfer on the books of Cox, and

      (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

      By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints the Purchasers, their officers and designees, and each of them, as the attorneys-in-fact and proxies of the undersigned, each with full power of substitution and re-substitution, to vote in such manner as each such attorney-in-fact and proxy or his substitute shall, in his sole discretion, deem proper and to otherwise act (by written consent or otherwise) with respect to all of the Shares (and any and all Distributions) tendered hereby which have been accepted for payment by the Purchasers prior to the time of such vote or other action and all Shares and other securities issued in Distributions in respect of such Shares, which the undersigned is entitled to vote at any meeting of stockholders of Cox (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise. This proxy and power of attorney is coupled with an interest in the Shares tendered hereby, is irrevocable, is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by the Purchasers in accordance with other terms of the Offer. Such acceptance for payment shall, without further action, revoke all other powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent power of attorney or proxy shall be given or written consent executed (and if given or executed shall not be effective) by the undersigned with respect thereto. The undersigned understands and acknowledges that, in order for Shares to be deemed validly tendered, immediately upon the Purchasers’ acceptance of such Shares for payment, the Purchasers or the Purchasers’ designees must be able to exercise full voting and other

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rights with respect to such Shares (and any and all Distributions), including, without limitation, voting at any meeting of Cox’s stockholders then scheduled.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions, that the undersigned owns the Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that the tender of the tendered Shares complies with Rule 14e-4 under the Exchange Act, and that when the tendered Shares are accepted for payment by the Purchasers, the Purchasers will acquire good, marketable and unencumbered title to the Shares and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims.

      The undersigned, upon request, will execute and deliver all additional documents deemed by the Depositary or the Purchasers to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions. In addition, the undersigned will remit and transfer promptly to the Depositary for the account of the Purchasers all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and pending remittance and transfer or appropriate assurance thereof, the Purchasers will be entitled to all rights and privileges as owner of each Distribution and may withhold the entire purchase price of the Shares tendered hereby, or deduct from the purchase price, the amount or value of the Distribution as determined by the Purchasers in their sole discretion.

      All authority conferred or agreed to be conferred in this Letter of Transmittal will survive the death or incapacity of the undersigned. All obligations of the undersigned hereunder will be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. See “The Tender Offer — Section 4. Withdrawal Rights” in the Offer to Purchase.

      The undersigned understands that tenders of Shares pursuant to any one of the procedures described in the Offer to Purchase under “The Tender Offer — Section 3. Procedures For Tendering Shares” and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). The Purchasers’ acceptance of the undersigned’s Shares for payment will constitute a binding agreement between the undersigned and the Purchasers upon the terms and subject to the conditions of the Offer. The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Purchasers may not be required to accept for payment any of the Shares tendered hereby.

      Unless otherwise indicated in the box entitled “Special Payment Instructions,” please issue the check for the Offer Price of all Shares purchased, and/or return any Certificates evidencing Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated in the box entitled “Special Delivery Instructions,” please mail the check for the Offer Price of all Shares purchased and/or all Certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description Of Shares Tendered.” In the event that either of, or both of, the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are completed, as applicable, please issue the check for the Offer Price of all Shares purchased and/or return all Certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and mail such check and return Certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated in the box entitled “Special Payment Instructions,” please credit any Shares tendered hereby and delivered by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that the Purchasers have no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder(s) thereof if the Purchasers do not purchase any of the Shares tendered.

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SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

      To be completed ONLY if the check for the Offer Price of Shares (less the amount of any federal income and backup withholding tax required to be withheld) accepted for payment is to be issued in the name of someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or if Shares tendered and delivered by book-entry transfer that are not purchased are to be returned by credit to an account maintained at DTC other than the account designated above.

Issue: o Payment     o Certificate(s) to:

(check as applicable)

Name:

(Please Type or Print)

Address:

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

     (Such person(s) must properly complete the Substitute Form W-9 herein, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY, as applicable)

Credit Shares delivered by book-entry transfer and not purchased to the DTC account set forth below

(DTC Account Number)

Number of Account Party:

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

      To be completed ONLY if the check for the Offer Price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) or Certificate(s) evidencing Shares not tendered or not purchased is to be sent to someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or to such person or persons at an address different from that under your signature.

Send: o Payment     o Certificate(s) to:

(check as applicable)

Name:

(Please Type or Print)

Address:

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

     (Such person(s) must properly complete the Substitute Form W-9 herein, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY, as applicable)

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PLEASE SIGN ON THIS PAGE

(To be completed by all tendering Shares

regardless of whether Shares are being physically delivered herewith)

This Letter of Transmittal must be signed by the registered holder(s) of Shares exactly as their name(s) appear(s) on the share certificate(s) or on a security position listing as the owner of such Shares. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Purchasers of such person’s authority to so act. See Instruction 5.

X

X

Signature(s) of Registered Holder(s) or Authorized Signatory

Dated: ________________________________________, 2004

Name(s):

(Please Type or Print)

Name of Firm:

Capacity (full title):

Address:

(Including Zip Code)

Area Code and Telephone No.:

Tax Identification or Social Security No.:

IMPORTANT: COMPLETE SUBSTITUTE FORM W-9 HEREIN OR APPLICABLE FORM W-8

SIGNATURE GUARANTEE (See Instructions 1 and 5 below)

Certain Signatures Must be Guaranteed by a Medallion Signature Guarantor

For Use by Financial Institutions Only

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Title)

Date: ________________________________________, 2004

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS

OF THE OFFER

      To complete the Letter of Transmittal, you must do the following:

•  Fill in the box entitled “Description of Shares Tendered” and complete the information below the box, if applicable (page 1).

•  Sign and date the Letter of Transmittal in the box entitled “Please Sign On This Page (page 6).”

•  Fill in and sign in the “Substitute Form W-9 (page 12).”

      In completing the Letter of Transmittal, you may (but are not required to) do the following:

•  If you want the payment for any Shares purchased issued in the name of another person, complete the box entitled “Special Payment Instructions.”

•  If you want any Shares not tendered or Shares not purchased credited in the name of another person, complete the box entitled “Special Payment Instructions.”

•  If you want any payment for Shares or any certificate for Shares not tendered or purchased delivered to an address other than that appearing under your signature, complete the box entitled “Special Delivery Instructions.”

      If you complete the box entitled “Special Payment Instructions” or “Special Delivery Instructions,” you must have your signature guaranteed by an Eligible Institution (as defined in Instruction 1 below) unless the Letter of Transmittal is signed by an Eligible Institution.

      1. Guarantee Of Signatures. No signature guarantee is required on this Letter of Transmittal if:

•  (i) this Letter of Transmittal is signed by the registered holder(s) of Shares (which term, for the purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of Shares) tendered hereby and such holder(s) has (have) not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on this Letter of Transmittal; or

•  (ii) such Shares are tendered for the account of an Eligible Institution.

      “Eligible Institution” means a firm that is a member of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Guarantee Program, the Stock Exchange Medallion Program. In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. See Instruction 5.

      2. Delivery Of Letter of Transmittal And Share Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by stockholders of Cox either:

•  if Certificates representing Shares are to be forwarded herewith to the Depositary; or

•  unless an Agent’s Message (as defined below) is utilized, if Shares are to be delivered by book-entry transfer pursuant to the procedure set forth under “The Tender Offer — Section 3. Procedures For Tendering Shares” of the Offer to Purchase.

      For a stockholder to validly tender Shares pursuant to the Offer, (i) Certificates evidencing all physically tendered Shares or (ii) confirmation of any book-entry transfer (“Book-Entry Confirmation”) into the Depositary’s account at DTC for Shares delivered electronically by book-entry in each case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof, or an Agent’s Message, as defined below) must be received by the Depositary at one of its addresses set forth in this Letter of Transmittal prior to the Expiration Date (as defined under “The Tender Offer – Section 1. Terms Of The Offer; Expiration Date” of the Offer to Purchase).

      The term “Agent’s Message” means a message transmitted by electronic means to DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation which states that the Book-Entry Transfer Facility has

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received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant. The signatures on this Letter of Transmittal cover the Shares tendered hereby.

      If Certificates representing Shares are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

      Stockholders whose Certificates representing Shares are not immediately available, who cannot deliver their Certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot comply with the book-entry transfer procedure on a timely basis may nevertheless tender their Shares by completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures described herein and under “The Tender Offer – Section 3. Procedures For Tendering Shares” in the Offer to Purchase. Pursuant to such procedure:

      (i) a tender must be made by or through an Eligible Institution;

      (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchasers, must be received by the Depositary (as provided in (iii) below) prior to the Expiration Date; and

      (iii) the Certificates evidencing all physically delivered Shares in proper form for transfer by delivery (or Book-Entry Confirmation with respect to such Shares), as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees (or in connection with a book-entry transfer, an Agent’s Message), and any other documents required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange, Inc. trading days after the date of execution of such Notice of Guaranteed Delivery, all as described under “The Tender Offer – Section 3. Procedures For Tendering Shares” in the Offer to Purchase.

      The method of delivery of this Letter of Transmittal, the Certificates (representing Shares) and all other required documents, including delivery through DTC, is at the option and sole risk of the tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary. If such delivery is by mail, it is recommended that such Certificates and documents be sent by Registered Mail, properly insured, with return receipt requested, in all cases, and sufficient time should be allowed to ensure timely delivery.

      No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. By execution of this Letter of Transmittal (or facsimile hereof), all tendering stockholders waive any right to receive any notice of the acceptance of their Shares for payment.

      3. Inadequate Space. If the space provided herein under “Description Of Shares Tendered” is inadequate, the certificate numbers, the number of Shares evidenced by such Certificates and the number of Shares tendered should be listed on a separate signed schedule and attached to this Letter of Transmittal.

      4. Partial Tenders (Not Applicable To Stockholders Who Tender By Book-Entry Transfer). If fewer than all the Shares evidenced by any Certificate submitted to the Depositary herewith are to be tendered, fill in the number of Shares that are to be tendered in the box entitled “Number Of Shares Tendered.” In such case, new Certificate(s) evidencing the remainder of the Shares that were evidenced by the old Certificate(s) delivered to the Depositary herewith will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the box entitled “Special Delivery Instructions,” as soon as practicable after the Expiration Date. All Shares evidenced by the Certificates delivered to the Depositary will be deemed to have been tendered, unless the tendering stockholder indicates otherwise.

      5. Signatures On Letter Of Transmittal; Stock Powers And Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as

8

written on the face of the Certificate(s) evidencing such Shares without alternation, enlargement or any change whatsoever.

      (i) If any Shares tendered hereby are owned of record by two or more persons, all such persons must sign this Letter of Transmittal.

      (ii) If any Shares tendered hereby are registered in names of different holders, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of the Shares.

      (iii) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of Certificates or separate stock powers are required, unless payment is to be made to, or Certificates evidencing Shares not tendered or purchased are to be issued in the name of, a person other than the registered holder(s), in which case, the Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Certificate(s). Signatures on these Certificates and stock powers must be guaranteed by an Eligible Institution.

      (iv) If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, the Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the Certificate(s). Signatures on these Certificate(s) or stock powers must be guaranteed by an Eligible Institution.

      (v) If this Letter of Transmittal or any Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or any person acting in a fiduciary or representative capacity, such person should so indicate when signing, and should provide proper evidence satisfactory to the Purchasers of such person’s authority to act.

      6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, the Purchasers will pay or cause to be paid all stock transfer taxes with respect to the transfer and sale of any Shares to it or to its order pursuant to the Offer. If, however, payment of the Offer Price of any Shares purchased is to be made to, or if Certificate(s) evidencing Shares not tendered or not purchased are to be issued in the name of, a person other than the registered holder(s), or if Certificate(s) evidencing tendered shares are registered in the name of the person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), or such other person or otherwise) payable on account of the transfer to such other person will be deducted from the Offer Price of such Shares purchased, unless evidence satisfactory to the Purchasers of the payment of such taxes or exemption therefrom is submitted.

      Except as provided in this Instruction 6 or otherwise required by law, it will not be necessary for transfer tax stamps to be affixed to the certificate(s) evidencing the shares tendered hereby.

      7. Special Payment And Delivery Instructions. If a check for the purchase price of any Shares tendered hereby is to be issued, or Certificate(s) evidencing Shares not tendered or not purchased are to be issued, in the name of a person other than the person(s) signing this Letter of Transmittal or if such check or any such Certificate is to be sent and/or any Certificates are to be returned to someone other than the person signing this Letter of Transmittal, or to the person signing this Letter of Transmittal but at an address other than that shown in the box entitled “Description Of Shares Tendered,” the box entitled “Special Payment Instructions” and/or the box entitled “Special Delivery Instructions” in this Letter of Transmittal must be completed. In the case of a different name, the taxpayer identification or social security number of the person named must also be indicated and such person must properly complete the Substitute Form W-9 herein or a Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable. Stockholders delivering Shares tendered hereby by book-entry transfer may request that Shares not purchased be credited to such account maintained at DTC as such stockholder may designate in the box entitled “Special Delivery Instructions.” If no such instructions are given, all Shares not purchased will be returned by crediting the account at DTC designated in this Letter of Transmittal.

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      8. Questions And Requests For Assistance Or Additional Copies. Questions and requests for assistance may be directed to the Information Agent or either Dealer Manager at their respective telephone numbers and addresses set forth in this Letter of Transmittal. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be obtained from the Information Agent, either Dealer Manager or from brokers, dealers, commercial banks or trust companies.

      9. Waiver Of Conditions. Subject to the terms of that certain Agreement and Plan of Merger dated as of October 19, 2004 by and among Enterprises, Holdings, CEI-M Corporation (a Delaware corporation and a newly-created and wholly owned subsidiary of Holdings) and Cox, the Purchasers reserve the right in their sole discretion to waive in whole or in part at any time or from time to time any of the specified conditions of the Offer or any defect or irregularity in tender with regard to any Shares tendered, except with respect to the following conditions, neither of which may be waived: (i) there being validly tendered and not withdrawn before the tender offer expires Shares which constitute at least a majority of the outstanding Shares not beneficially owned by Enterprises, Holdings, Cox DNS, Inc. (a wholly owned subsidiary of Enterprises), or their respective affiliates or the directors and executive officers of Cox immediately prior to the expiration of the Offer and (ii) that Cox shall have obtained funding under the new credit facilities arranged pursuant to the commitment letter in connection with the Offer and the Merger.

      10. Backup Withholding. In order to avoid backup withholding of federal income tax, each tendering shareholder must deliver to the Depositary the appropriate duly executed Internal Revenue Service (“IRS”) form, as described below under “Important Tax Information.” For United States persons, the correct form is the Substitute Form W-9 on page 12.

      11. Lost, Destroyed Or Stolen Share Certificates. If any Certificate(s) representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary by checking the box at the top of page 2 and indicating the number of Shares lost. The stockholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Share Certificates have been followed.

      Important: In order to effectively tender Shares, this Letter of Transmittal (or facsimile hereof), properly completed and duly executed (together with any required signature guarantees and Certificates or confirmation of book-entry transfer and all other Required Documents), or a properly completed and duly executed Notice of Guaranteed Delivery must be received by the Depositary on or prior to the Expiration Date (as defined in the Offer to Purchase).

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IMPORTANT TAX INFORMATION

      A stockholder whose tendered Shares are accepted for payment is required to provide the Depositary with the stockholder’s correct tax identification number (“TIN”) on the Substitute Form W-9 attached below or otherwise establish a basis for exemption from backup withholding of federal income tax. If the Depositary is not provided with the correct TIN or an adequate basis for exemption, payments made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding and the stockholder may be subject to a $50 penalty imposed by the IRS.

      On Substitute Form W-9, the tendering stockholder must certify that:

•  the TIN provided on the Substitute Form W-9 is correct (or that such holder is awaiting a TIN);

•  the stockholder is not subject to backup withholding because (a) the stockholder is exempt from backup withholding, (b) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding; and

•  the stockholder is a U.S. person (including a U.S. resident alien).

      If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, he or she should write “Applied For” in the space provided for the TIN in Part I, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number, which appears in a separate box below the Substitute Form W-9. If “Applied For” is written in Part I, the Depositary will be required to withhold 28% of all payments made for surrendered Shares. If the Depositary is provided with a TIN within 60 days, the amount of such withholding will be refunded to the tendering stockholder.

      The tendering stockholder is required to give the Depositary the record holder’s TIN, generally the social security number or employer identification number, of the record holder. If the Shares are held in more than one name or are not held in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

      Certain stockholders (including, among others, corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt stockholders should indicate their exempt status on the Substitute Form W-9. A foreign person may qualify as an exempt recipient by submitting to the Depositary a properly completed IRS Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of a Substitute Form W-9), executed under penalties of perjury, certifying such stockholder’s exempt status. Copies of Form W-8BEN, Form W-8ECI and Form W-8IMY can be obtained from the Depositary upon request, at the address set forth in this Letter of Transmittal. Stockholders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

      If backup withholding applies, the Depositary is required to withhold 28% of the purchase price paid to the stockholder or other payee. Backup withholding is not an additional United States federal income tax. If the required information is furnished to the IRS in a timely manner, the United States federal income tax liability of persons subject to backup withholding may be reduced by the amount of tax withheld, and, if withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

11

PAYER’S NAME: WACHOVIA BANK, N.A.
SUBSTITUTE Form W-9	PART I: Taxpayer Identification Number (TIN) Social security number OR Employer identification number (If awaiting TIN write “Applied For” and complete Parts III and IV)	PART II: For Payees Exempt from Backup Withholding For Payees Exempt from Backup withholding, see the Guidelines below and complete as instructed therein.

Department of the Treasury Internal Revenue Service	PART III: CERTIFICATION Under penalties of perjury, I certify that:
Payer’s Request for Taxpayer Identification Number (TIN) and Certification	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3) I am a U.S. person (including a U.S. resident alien).
	CERTIFICATION INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).

		, 2004
Signature of U.S. person	Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFERS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR” IN THE APPROPRIATE LINE IN PART I OF SUBSTITUTE FORM W-9.

PART IV: CERTIFICATE OF TAXPAYER AWAITING IDENTIFICATION NUMBER

      I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, 28% of all reportable payments made to me thereafter will be withheld until I provide a number.

		, 2004
Signature of U.S. person	Date

[This Page Intentionally Left Blank]

[This Page Intentionally Left Blank]

[This Page Intentionally Left Blank]

      Questions or requests for assistance or for additional copies of the Offer to Purchase, this Letter of Transmittal and any other documents related to the Offer may be directed to the Information Agent at the telephone numbers and addresses set forth below.

The Information Agent for the Offer is:

D. F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll Free: (800) 549-6697

The Dealer Managers for the Offer are:

Contact: Tim Drain (877) 531-8365	Contact: Kevin Blum (212) 526-7850

EX-99.A.1.C

Notice of Guaranteed Delivery

to

Tender Shares of Class A Common Stock

of

Cox Communications, Inc.

(Not to be Used for Signature Guarantees)

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED.

       This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates (“Certificates”) evidencing shares of Class A common stock, par value $1.00 per share, of Cox Communications, Inc., a Delaware corporation (the “Shares”), are not immediately available, (ii) if the procedure for delivery by book-entry transfer cannot be completed prior to the Expiration Date (as defined in the Offer to Purchase), or (iii) if time will not permit all required documents to reach the Depositary prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary. See “The Tender Offer — Section 3. Procedures For Tendering Shares” of the Offer to Purchase.

The Depositary for the Offer is:

WACHOVIA BANK, N.A.

By Mail:
Corporate Actions - NC1153
1525 West W.T. Harris Blvd., 3C3
Charlotte, NC 28262-8522 By Overnight Courier:
Corporate Actions - NC1153
1525 West W.T. Harris Blvd., 3C3
Charlotte, NC 28262-8522 In Person By Hand Only:
Corporate Actions - NC1153
1525 West W.T. Harris Blvd., 3C3
Charlotte, NC 28262-8522

By Facsimile Transmission:

(704) 590-7628

Confirm Facsimile Transmission

by Telephone Only:

(704) 590-7415

      Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above, or transmission of instructions via a facsimile transmission other than as set forth above, will not constitute a valid delivery.

      This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution”, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

      The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in “The Tender Offer — Section 3. Procedures For Tendering Shares”) and Certificates representing the Shares to the Depositary within the time period specified herein. Failure to do so could result in financial loss to the Eligible Institution.

Ladies and Gentlemen:

      The undersigned hereby tenders to Cox Communications, Inc., a Delaware corporation (“Cox”) or to Cox Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Cox Enterprises, Inc., a Delaware corporation (“Holdings”), as the case may be, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 3, 2004 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with the Offer to Purchase, constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares specified below pursuant to the guaranteed delivery procedure described under “The Tender Offer — Section 3. Procedures For Tendering Shares” in the Offer to Purchase.

Number of Shares: 

Please Type or Print

Share Certificate Number(s) (if available): 

Please check this box is Shares will be tendered by book-entry transfer:     o

Account Number: 

Date: 

Name of Record holder(s): 

Address: 

Telephone. No.: 

Signature(s): 

Dated: 

2

GUARANTEE

(Not to be Used for Signature Guarantees)

The undersigned, a firm which is a member in the Security Transfer Agent’s Medallion Program, the New York Stock Exchange Medallion Program, the Stock Exchange Medallion Program or any other “Eligible Guarantor Institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”), guarantees to deliver to the Depositary, at one of its addresses set forth above, either Certificates evidencing the Shares tendered hereby in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any other required documents, all within three New York Stock Exchange, Inc. trading days after the Expiration Date.

Name of Firm: 

Authorized Signature: 

Name: 

Please Type or Print

Title: 

Address: 

Zip Code: 

Telephone No.: 

Dated: 

 , 2004

NOTE: DO NOT SEND SHARES WITH THIS FORM; SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE DEPOSITARY WITHIN THREE NEW YORK STOCK EXCHANGE, INC. TRADING DAYS AFTER THE EXPIRATION DATE.

3 EX-99.A.1.D 5 g91404iexv99waw1wd.htm LETTER TO BROKERS, DEALERS

Offer to Purchase for Cash

All Outstanding Shares of Class A Common Stock

Par Value $1.00 Per Share

of

Cox Communications, Inc.

at

$34.75 Net Per Share

by

Cox Holdings, Inc.

A Wholly Owned Subsidiary of

Cox Enterprises, Inc.

and by

Cox Communications, Inc.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED.

       November 3, 2004

To Brokers, Dealers, and Commercial Banks,

Trust Companies and Other Nominees:

      We have been appointed by Cox Communications, Inc., a Delaware corporation (“Cox”), and Cox Holdings, Inc., a Delaware corporation (“Holdings” and together with Cox, the “Purchasers”) and a wholly-owned subsidiary of Cox Enterprises, Inc., a Delaware corporation (“Enterprises”), to act as Dealer Managers in connection with the Purchasers’ offer to purchase all of the outstanding shares of Class A common stock, par value $1.00 per share, of Cox (the “Shares”) not beneficially owned by Enterprises, Cox DNS, Inc. (a wholly owned subsidiary of Enterprises) or Holdings at a purchase price of $34.75 per Share, net to the seller in cash (such amount, or any greater amount per Share paid pursuant to the Offer, being referred to herein as the “Offer Price”), without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 3, 2004 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the “Offer”) enclosed herewith.

      Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.

      Enclosed for your information and use are copies of the following documents:

      1. The Offer to Purchase dated November 3, 2004;

      2. The Letter of Transmittal, including a Certification of Taxpayer Identification Number on Substitute Form W-9, to be used by holders of Shares in accepting the Offer and tendering Shares;

      3. A Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents are not immediately available or cannot be delivered to Wachovia Bank. N.A. (the “Depositary”) by the

Expiration Date (as defined in the Offer to Purchase) or if the procedure for book-entry transfer cannot be completed by the Expiration Date;

      4. A letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

      5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

      6. A return envelope addressed to the Depositary.

      We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights expire at 12:00 midnight, New York City time, on December 2, 2004, unless the Offer is extended.

      In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) Certificates evidencing such Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC), (ii) a properly completed and duly executed Letter of Transmittal (or a properly completed and manually signed facsimile thereof) or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry transfer and (iii) any other required documents.

      If holders of Shares wish to tender, but it is impracticable for them to forward their Certificates or other required documents or to complete the procedures for delivery by book-entry transfer prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedure described under “The Tender Offer — Section 3. Procedures For Tendering Shares” in the Offer to Purchase.

      The Purchasers will not pay any fees or commissions to any broker, dealer or other person (other than the Dealer Managers, the Depositary and the Information Agent as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. However, the Purchasers will, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients. The Purchasers will pay or cause to be paid any stock transfer taxes payable with respect to the transfer of Shares to it, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

      Any inquiries you may have with respect to the Tender Offer should be addressed to D. F. King & Co., Inc. (the “Information Agent”) at the address and telephone numbers set forth on the back cover of the Offer to Purchase.

      Additional copies of the enclosed material may be obtained from the Information Agent, at (212) 269-5550, or call toll-free (800) 549-6697.

Very truly yours,

      Nothing contained herein or in the enclosed documents shall constitute you the agent of the Purchasers, the Dealer Managers, the Information Agent or the Depositary, or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the documents enclosed herewith and the statements contained therein.

      The Offer is not being made to (nor will tenders of Shares be accepted from or on behalf of) holders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.

2 EX-99.A.1.E 6 g91404iexv99waw1we.htm LETTER TO CLIENTS

Offer to Purchase for Cash

All Outstanding Shares of Class A Common Stock

Par Value $1.00 Per Share

of

Cox Communications, Inc.

at

$34.75 Net Per Share

by

Cox Holdings, Inc.

A Wholly Owned Subsidiary of

Cox Enterprises, Inc.

and

by

Cox Communications, Inc.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW

YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS EXTENDED.

November 3, 2004

To Our Clients:

      Enclosed for your consideration are the Offer to Purchase dated November 3, 2004 (the “Offer to Purchase”) and the related Letter of Transmittal distributed in connection with an offer by Cox Communications, Inc., a Delaware corporation (“Cox”), and Cox Holdings, Inc., a Delaware corporation (“Holdings” and together with Cox, the “Purchasers”) and a wholly owned subsidiary of Cox Enterprises, Inc., a Delaware corporation (“Enterprises”), to purchase all of the issued and outstanding shares of Class A common stock, par value $1.00 per share, of Cox (the “Shares”) not beneficially owned by Enterprises, Cox DNS, Inc. (a wholly owned subsidiary of Enterprises, “DNS”) or Holdings, at a purchase price of $34.75 per Share, net to the seller in cash (such amount, or any greater amount per Share paid pursuant to the Offer, being referred to herein as the “Offer Price”), without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the “Offer”).

      We are the holder of record (directly or indirectly) of Shares held for your account. A tender of such Shares can be made only by us as the holder of record or our nominees as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

      We request instructions as to whether you wish to have us tender on your behalf any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer.

      Your attention is directed to the following:

      1. The Offer Price is $34.75 per Share, net to you in cash without interest, upon the terms and conditions set forth in the Offer to Purchase.

      2. The Offer is being made for all issued and outstanding Shares.

      3. The Board of Directors of Cox (the “Cox Board”), based upon the unanimous recommendation of a special committee of independent directors of the Cox Board, (a) unanimously determined that each of the Offer and the Merger (as defined in the Offer to Purchase) is fair to and in the best interests of Cox’s stockholders (other than

Enterprises and its affiliates), (b) unanimously approved the Offer and the Merger and (c) unanimously recommended that Cox’s stockholders accept the Offer and tender their Shares pursuant to the Offer.

      4. The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn the number of Shares which constitutes at least a majority of the outstanding Shares not beneficially owned by Enterprises, Holdings, DNS or their respective affiliates or the directors and executive officers of Cox immediately prior to the expiration of the Offer and (ii) that Cox shall have obtained funding under the new credit facilities arranged pursuant to the commitment letter in connection with the Offer and the Merger. The aforementioned conditions are not waivable. The Offer is also subject to the other conditions set forth in the Offer to Purchase. See “The Tender Offer — Section 12. Conditions To The Offer” of the Offer to Purchase.

      5. The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on December 2, 2004, unless the Offer is extended.

      6. Stockholders who tender Shares will not be obligated to pay brokerage fees or commissions to the Dealer Managers, the Information Agent or the Depositary or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by the Purchasers pursuant to the Offer.

      The Offer is made solely by the Offer to Purchase and the related Letter of Transmittal and any supplements and amendments thereto and is being made to all holders of Shares. The Purchasers are not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Purchasers become aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, the Purchasers will make a good faith effort to comply with such state statute. If, after such good faith effort, the Purchasers cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchasers by Citigroup Global Markets Inc., Lehman Brothers Inc. or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

      If you wish to have us tender any or all of your Shares, please so instruct us by completing, signing and returning to us the instruction form attached to this letter. An envelope in which to return your instructions to us is enclosed. If you authorize the tender of your Shares, all of your Shares will be tendered unless otherwise specified in your instructions.

      Your instructions should be forwarded to us as soon as possible so that we will have ample time to submit a tender on your behalf prior to the expiration of the Offer. The Offer and withdrawal rights expire at 12:00 midnight, New York City time, on December 2, 2004, unless extended.

2

INSTRUCTIONS WITH RESPECT TO THE

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK

OF

COX COMMUNICATIONS, INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated November 3, 2004 (the “Offer to Purchase”), and the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the “Offer”), in connection with the Offer by Cox Communications, Inc., a Delaware corporation (“Cox”), and Cox Holdings, Inc., a Delaware corporation (“Holdings” and together with Cox, the “Purchasers”) and a wholly owned subsidiary of Cox Enterprises, Inc., a Delaware corporation (“Enterprises”), to purchase all of the outstanding shares of Class A common stock, par value $1.00 per share, of Cox (the “Shares”) not beneficially owned by Enterprises, Holdings or DNS at a purchase price of $34.75 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal.

This will instruct you to tender the number of Shares indicated below (or, if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

Number of Shares to be Tendered: __________________________________________*

Account Number: 

Dated: 

*  Unless otherwise indicated, we are authorized to tender all Shares held by us for your account.

PLEASE SIGN HERE

Signature(s): 

Name(s) (Please Print): 

Address: 

Zip Code: 

Area Code and Telephone No.: 

Tax Identification or Social Security No.: 

My Account Number With You: 

Date: 

3 EX-99.A.1.F 7 g91404iexv99waw1wf.htm GUIDELINES FOR CERTIFICATION OF TAXPAYER ID NUMBER

Exhibit (a)(1)(F)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

      GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payer.

		Give NAME and
		SOCIAL SECURITY
For this type of account:		NUMBER (SSN) of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(l)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	(a) The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	(b) So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship	The owner(3)

		Give NAME and EMPLOYER
		IDENTIFICATION
For this type of account:		NUMBER (EIN) OF:
6.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
7.	Corporation	The corporation
8.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
9.	Partnership	The partnership
10.	A broker or registered nominee	The broker or nominee
11.	Account with the Department of Agriculture in the name of a public entity (such as State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name, but you may also enter your business or “DBA” name. You may use either your SSN or EIN (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust.

NOTE:     If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

Section references are to the Internal Revenue Code.

Obtaining a Number.

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

Payees Exempt from Backup Withholding.

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) are exempt. A person registered under the Investment Advisers Act of 1940 who regularly acts as a broker is also exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding or information reporting: medical and health care payments, attorneys’ fees and payments for services paid by a federal executive agency. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions and patronage dividends.

(1) A corporation.

(2) An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

(3) The United States or any of its agencies or instrumentalities.

(4) A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

(5) A foreign government or any of its political subdivisions, agencies, or instrumentalities.

(6) An international organization or any of its agencies or instrumentalities.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

(15) A trust exempt from tax under section 664 or described in section 4947.

   Payments of dividends and patronage dividends generally not subject to backup withholding also include the following:

• Payments to nonresident aliens subject to withholding under section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) distributions made by an ESOP.

   Payments of interest generally not subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

• Payments of tax-exempt interest (including exempt interest dividends under section 852).

• Payments described in section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage interest paid to you.

   Payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041(A), 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under such sections.

   Privacy Act Notice. Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties.

(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR

TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

2 EX-99.A.1.G 8 g91404iexv99waw1wg.htm SUMMARY ADVERTISEMENT

Exhibit (a)(1)(G)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares(as defined below) of Cox Communications, Inc. [NYSE: COX] Class A common stock. The Offer (as defined below) is made solely by the Offer to Purchase dated November 3, 2004, and the related Letter of Transmittal and any amendments or supplements thereto and is being made to all holders of Shares other than Cox Holdings, Inc. and Cox DNS, Inc. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction or any administrative or judicial action pursuant thereto. The Purchasers (as defined below) may, in their discretion, take such action as they deem necessary to make the Offer to holders of Shares in such jurisdiction. In those jurisdictions where securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchasers by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchasers.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Class A Common Stock

of

COX COMMUNICATIONS, INC.

at

$34.75 Net Per Share

by

COX HOLDINGS, INC.,

a wholly owned subsidiary of

COX ENTERPRISES, INC.

and

by

COX COMMUNICATIONS, INC.

     Cox Holdings, Inc., a Delaware corporation (“Holdings”), a direct wholly owned subsidiary of Cox Enterprises, Inc., a Delaware corporation (“Enterprises”), and Cox Communications, Inc., a Delaware corporation (“Cox” and together with Holdings, the “Purchasers”), are offering to purchase, at a price of $34.75 net per share in cash without interest (the “Offer Price”), all outstanding shares of Class A common stock, par value $1.00 per share, of Cox (the “Shares”) not otherwise owned by Holdings or Cox DNS, Inc., a Delaware Corporation (“DNS”), another direct, wholly owned subsidiary of Enterprises, including all Shares issued upon exercise of options, on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 3, 2004 (the “Offer to Purchase”), and the related Letter of Transmittal which, together with any amendments or supplements thereto, collectively constitute the “Offer” described herein.

     Stockholders of record whose Shares are registered in their own names and who tender their Shares directly to Wachovia Bank, N.A. (the “Depositary”) will not be obligated to pay

brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the sale of Shares, in connection with the Offer. Stockholders of Cox who hold their Shares through brokers, dealers, banks, trust companies or other nominees must contact such broker, dealer, commercial bank, trust company or other nominee to tender such Shares. The Purchasers are offering to acquire all of the Shares not already owned by Holdings or DNS as a first step to Enterprises acquiring all of the outstanding Shares not otherwise owned by Holdings or DNS. Following the purchase of the Shares in the Offer, Holdings intends to complete the Merger (as defined below) to enable Enterprises to acquire all of the outstanding Shares that are not tendered to and accepted for payment by the Purchasers in the Offer.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 2, 2004, UNLESS THE OFFER IS EXTENDED. SHARES TENDERED PURSUANT TO THIS OFFER MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE OF THE OFFER, BUT NOT DURING ANY SUBSEQUENT OFFERING PERIOD.

     This Offer is subject to, among other things, (i) the non-waivable condition that there shall have been validly tendered and not withdrawn before the Offer expires Shares which constitute at least a majority of the outstanding Shares not beneficially owned by Enterprises, Holdings, DNS or their respective affiliates or the directors and executive officers of Cox immediately prior to the expiration of the Offer (the “Majority of the Minority Condition”) and (ii) the non-waivable condition that Cox shall have obtained funding under its new credit facility arranged in connection with the Offer and the Merger (the “Cox Financing Condition”).

     The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 19, 2004 (the “Merger Agreement”), by and among Enterprises, Holdings, CEI-M Corporation, a Delaware corporation and a newly-formed, wholly owned subsidiary of Holdings (“CEI-M”), and Cox. Pursuant to the Merger Agreement, as soon as practicable after the completion of the Offer and satisfaction or waiver of the conditions to the Merger set forth in the Merger Agreement, Holdings and DNS will contribute all Cox common stock held by them to CEI-M. CEI-M will then merge with and into Cox (the “Merger”) in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL”). Following the Merger, Cox shall be the surviving corporation (the “Surviving Corporation”), and the separate existence of CEI-M shall cease. At the effective time of the Merger (the “Effective Time”), (i) each outstanding Share (except for Shares owned by Enterprises, Holdings, DNS or CEI-M, Shares held in Cox’s treasury or by a wholly owned subsidiary of Cox and Shares held by stockholders who have properly exercised appraisal rights under the DGCL) will be converted into and represent the right to receive the Offer Price, and (ii) each share of CEI-M’s common stock issued and outstanding immediately prior to the Effective Time will be converted into one share of the common stock of the Surviving Corporation.

     The Board of Directors of Cox (the “Cox Board”), based upon the unanimous recommendation of a special committee of independent directors of the Cox Board, (1) unanimously determined that each of the Offer and the Merger is fair to and in the best interests of Cox’s stockholders (other than Enterprises and its affiliates), (2) unanimously

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approved the Offer and the Merger, and (3) unanimously recommends that Cox’s stockholders accept the Offer and tender their Shares pursuant to the Offer.

     On the terms of and subject to the conditions to the Offer, promptly after the Expiration Date (as defined below), the Purchasers will accept for payment and pay for, all Shares validly tendered in the Offer and not properly withdrawn on or prior to the Expiration Date. For purposes of the Offer, the Purchasers will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when the Purchasers give oral or written notice to the Depositary, as agent for the tendering stockholders, of the Purchasers’ acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from the Purchasers and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. In order for Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal, must be received by the Depositary at its address as set forth in the Offer to Purchase and either (i) the Certificates evidencing tendered Shares must be received by the Depositary at such address or such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a book-entry confirmation must be received by the Depositary (including an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or prior to the Expiration Date (as defined below) or (ii) the tendering stockholder must comply with the guaranteed delivery procedures set forth in the Offer to Purchase on or prior to the Expiration Date.

     Under no circumstance will interest be paid on the Offer Price, regardless of any extension of or amendment to the Offer or any delay in making payment.

     For purposes of the Offer and as used herein and in the Offer to Purchase, the term “Expiration Date” means 12:00 midnight, New York City time, on December 2, 2004, unless the Purchasers shall have extended the period during which the Offer is open, in which event the term “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by the Purchasers, shall expire. Holdings may extend, on behalf of the Purchasers, and at the request of the special committee of the Cox Board, Holdings will be obligated to extend, the Offer from time to time if certain conditions to the Offer have not been satisfied or, if permissible, waived.

     If Holdings extends the Offer, Holdings will inform the Depositary of that fact and will make a public announcement of the extension, not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to the right of a tendering stockholder to withdraw such Shares. Shares that are tendered in the Offer may be withdrawn pursuant to the procedures described in “The Tender Offer – Section 4. Withdrawal Rights” of the Offer to Purchase at any time on or prior to the Expiration Date.

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     For a withdrawal of Shares to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover page of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Certificates, the serial numbers shown on such Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by a firm which is a member of the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Guarantee Program or the Stock Exchange Medallion Program (each, an “Eligible Institution”), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in “The Tender Offer — Section 3. Procedures For Tendering Shares,” any notice of withdrawal must specify the name and number of the account at The Depository Trust Company (“DTC”) to be credited with the withdrawn Shares and must otherwise comply with DTC’s procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may be re-tendered in the Offer, however, by again following one of the procedures described in “The Tender Offer – Section 3. Procedures or Tendering Shares” of the Offer to Purchase at any time prior to the Expiration Date or during a subsequent offering period, if the Offer is amended to provide for one. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchasers in their sole discretion, whose determination will be final and binding. None of the Purchasers, Citigroup Global Markets Inc., Lehman Brothers Inc., the Dealer Managers for the Offer, the Depositary, D. F. King & Co., Inc., the Information Agent for the Offer, or any other person will be under a duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

     In addition, if Shares tendered in the Offer have been accepted for payment, but the number of Shares tendered, together with Shares already owned by Holdings and DNS would not represent at least 90% of the then outstanding Shares, Holdings may extend the Offer for a “Subsequent Offering Period” of 3 business days to 15 business days in length in accordance with Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended. If provided, a Subsequent Offering Period would be an additional period of time, following the Expiration Date and the acceptance for payment of any Shares that are validly tendered in the Offer and not properly withdrawn prior to the Expiration Date, during which holders of Shares that were not previously tendered in the Offer may tender such Shares to Holdings in exchange for the Offer Price on the same terms that applied to the Offer. The Subsequent Offering Period is not the same as an extension of the Offer, which will have been previously completed if a Subsequent Offering Period is provided. Holdings or Cox will accept for payment, and pay for, any Shares that are validly tendered during a Subsequent Offering Period, if provided, as promptly as practicable after any such Shares are validly tendered during such Subsequent Offering Period. Holders of Shares that are validly tendered during a Subsequent Offering Period, if provided, will not have the right to withdraw such tendered Shares.

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     The Offer to Purchase, the related Letter of Transmittal (and other materials related to the Offer) will be mailed to record holders of Shares, and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on Cox’s stockholders list, or, if applicable, who are listed as participants in a clearing agency’s security position listing.

     The sale or exchange of the Shares for cash under the Offer or the Merger will be a taxable transaction to U.S. stockholders for United States federal income tax purposes. In general, a U.S. stockholder who sells Shares pursuant to the Offer or receives cash in exchange for such Shares pursuant to the Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received and the U.S. stockholder’s adjusted tax basis in the Shares sold or exchanged. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered under the Offer or exchanged for cash under the Merger. A summary of the United States federal income tax consequences of the Offer and the Merger is described in “The Tender Offer – Section 5. Certain United Stated Federal Income Tax Considerations” in the Offer to Purchase.

     Each holder of Shares should consult its own tax advisor regarding the tax consequences of the Offer and the Merger, including such holder’s status as a U.S. stockholder or a Non-U.S. stockholder, as well as any tax consequences that may arise under the laws of any state, local, foreign or other non-United States taxing jurisdiction and the possible effects of changes in United States federal or other tax laws.

     Holdings has expressly reserved the right to amend or make changes in the terms of and conditions to the Offer, provided that, without the prior written consent of Cox and the special committee of Cox’s board of directors, Holdings shall not do any of the following: (i) decrease the Offer Price or change the form of consideration to be paid in the Offer; (ii) impose any conditions to the Offer other than the conditions specified in “The Tender Offer – Section 12. Certain Conditions To The Offer;” (iii) otherwise amend the Offer in a manner that would materially and adversely affect the holders of Shares; (iv) amend or waive the Majority of Minority Condition or the Cox Financing Condition; or (v) decrease the number of Shares to be purchased by Holdings pursuant to the Offer.

     The information required to be disclosed by paragraph (d)(1) of Rule 13e-4 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

     The Offer to Purchase and related Letter of Transmittal contain important information and should be read carefully and in their entirety before any decision is made with respect to the Offer.

     Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent as set forth below. Requests for copies of the Offer to Purchase, the Letter of Transmittal and all other materials related to the Offer may be directed to

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the Information Agent, as set forth below, or brokers, dealers, banks, trust companies or other nominees, and copies will be furnished promptly at Holdings’ expense. No fees or commissions will be payable to brokers, dealers or other persons for soliciting tenders of Shares.

The Information Agent for the Offer is:

D. F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (800) 549-6697

The Dealer Managers for the Offer are:

Contact: Tim Drain (877) 531-8365	Contact: Kevin Blum (212) 526-7850

November 3, 2004

6

EX-99.A.1.D

EX-(A)(1)(D)

EX-99.A.1.E

EX-(A)(1)(E)

EX-99.A.1.F

EX-(A)(1)(F)

EX-99.A.1.G

EX-99.A.1.G

EX-99.A.1.H

Exhibit (a)(1)(H)

Media	Bob Jimenez – CEI	Investor	Richard Jacobson – CEI
Contacts:	(678) 645-0070	Contact:	(678) 645-0111
	bob.jimenez@coxinc.com		richard.jacobson@coxinc.com
	Bobby Amirshahi – CCI		Lacey Lewis – CCI
	(404) 843-7872		(404) 269-7608
	bobby.amirshahi@cox.com		lacey.lewis@cox.com

Cox Enterprises, Inc. and Cox Communications, Inc. Commence Previously
Announced Tender Offer
Price of $34.75 in cash per share for 38% public stake in Cox Communications

ATLANTA (November 3, 2004) – Cox Enterprises, Inc. (CEI) and Cox Communications, Inc. (CCI) [NYSE:COX] today commenced their previously announced tender offer for the outstanding CCI shares not already owned by CEI for $34.75 in cash per share. The expiration date for the tender offer is December 2, 2004, unless the offer is extended or withdrawn. On the expiration date and assuming satisfaction or waiver of all conditions to the offer, all validly tendered shares not previously withdrawn will be accepted for purchase by CEI and CCI pursuant to the terms of the offer and paid for promptly. Based upon the unanimous recommendation of a special committee of independent directors, CCI’s board has unanimously approved the tender offer and has recommended that the CCI shareholders tender their shares pursuant to the tender offer.

CEI has engaged Wachovia Corporation to act as the Exchange Agent and Depositary in connection with the tender offer. Questions and requests for documentation in connection with the tender offer may be directed to D. F. King & Co., Inc., the information agent for the tender offer, at (800) 549-6697.

This press release is intended for informational purposes only and is not an offer to buy, a solicitation of an offer to sell or a recommendation to sell any shares of CCI Class A common stock. The solicitation of offers to sell CCI shares is made pursuant to a tender offer statement on Schedule TO and an offer to purchase and related materials filed with the Securities and Exchange Commission. CCI shareholders and other interested parties are urged to read the tender offer statement on Schedule TO, the offer to purchase and CCI’s solicitation/recommendation statement on Schedule 14D-9 and other relevant documents filed with the SEC by CEI and CCI because they contain important information. CCI shareholders can obtain such documents free of charge at the SEC’s web site: www.sec.gov or from CEI at 6205 Peachtree Dunwoody Road, Atlanta, GA 30328, Attn: Corporate Communications, or from CCI at 1400 Lake Hearn Drive NE, Atlanta, GA 30319, Attn: Corporate Communications.

Cox Enterprises (www.coxenterprises.com)
Cox Enterprises is one of the nation’s leading media companies and providers of automotive services, with 2003 revenues of $10.7 billion and 77,000 employees. Major operating subsidiaries include Cox Communications, Inc. (cable television distribution, telephone, high-speed Internet access and other advanced broadband services); Cox Newspapers, Inc. (newspapers, local and national direct mail advertising and customized newsletters); Cox Television (television and television sales rep firms); Cox Radio, Inc. [NYSE: CXR] (broadcast radio stations and interactive Web sites); and Manheim Auctions, Inc. (vehicle auctions, repair and certification services and web-based technology products). CEI also owns an equity stake in AutoTrader.com, the world’s largest and most visited online source of vehicle listings for dealers and consumers.

Cox Communications (www.cox.com)
Cox Communications, Inc., a Fortune 500 company, is a multi-service broadband communications company with approximately 6.6 million total customers, including approximately 6.3 million basic cable subscribers. The nation’s third-largest cable television provider, Cox offers both analog cable television under the Cox Cable brand as well as advanced digital video service under the Cox Digital Cable brand. Cox provides an array of other communications and entertainment services, including local and long distance telephone under the Cox Digital Telephone brand; high-speed Internet access under the Cox High Speed Internet brand; and commercial voice and data services via Cox Business Services. Local cable advertising, promotional opportunities and production services are sold under the Cox Media brand. Cox is an investor in programming networks including Discovery Channel. More information about Cox Communications can be accessed on the Internet at www.cox.com.

CAUTIONARY STATEMENT: Statements in this document represent the intentions, plans, expectations and beliefs of CEI and CCI and involve risks and uncertainties that could cause actual events to differ materially from the events described in this document, including risks or uncertainties related to whether the conditions to the tender offer will be satisfied, and if not, whether the tender offer and subsequent merger will be completed, as well as changes in general economic conditions, stock market trading conditions, tax law requirements or government regulation, and changes in the broadband communications industry or the business or prospects of CCI. CEI and CCI wish to caution the reader that these factors, as well as other factors described or to be described in CEI’s or CCI’s SEC filings with respect to the transaction, are among the factors that could cause actual events or results to differ materially from CEI’s or CCI’s current expectations described herein.

# # #

EX-99.A.1.J

November 3, 2004

Dear Stockholder:

       I am pleased to inform you that on October 19, 2004, Cox Communications, Cox Enterprises and subsidiaries of Cox Enterprises entered into a merger agreement. Under this merger agreement, Cox and a subsidiary of Cox Enterprises have commenced a tender offer to purchase all of the outstanding shares of Cox’s Class A common stock (“Shares”) for $34.75 per Share in cash.

       The tender offer is subject to a number of conditions, including that a majority of the Shares not held by Cox Enterprises, its subsidiaries and directors and executive officers of Cox Communications, be tendered and not withdrawn. If Shares are purchased in the tender offer, any Share not tendered will be acquired in a merger at the same $34.75 cash price per Share.

       A Special Committee comprised solely of independent directors of Cox Communications and the Cox Communications Board of Directors each unanimously has determined that the tender offer and the merger are fair to and in the best interests of Cox Communications and its public stockholders. We both recommend that stockholders accept the tender offer, tender their Shares in the tender offer and that all of the stockholders approve and adopt the merger agreement if submitted for their approval and adoption.

       The reasons for our recommendation, the background of this transaction and other important information are contained in the attached Solicitation/ Recommendation Statement on Schedule 14D-9. Also enclosed is an Offer to Purchase, as well as the related Letter of Transmittal and other important information. We urge you to read these materials carefully before deciding whether to tender your Shares.

Sincerely,

Janet M. Clarke

Chairman of the Special Committee

of the Board of Directors

of Cox Communications, Inc.

EX-99.A.1.K 11 g91404iexv99waw1wk.txt NOTICE TO PARTICIPANTS Exhibit (a)(1)(K) (VANGUARD FIDUCIARY TRUST COMPANY LOGO) NOTICE TO PARTICIPANTS OF COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN November 3, 2004 Dear Plan Participant: TENDER OFFER As you may know, Cox Enterprises, Inc. through its wholly owned subsidiary Cox Holdings, Inc. and Cox Communications, Inc. ("CCI") have announced a joint tender offer to acquire all outstanding shares of Class A common stock of CCI for cash at a price of $34.75 per share upon the terms and subject to the conditions explained in the enclosed "Offer to Purchase" dated November 3, 2004 (such terms and conditions are the "Offer"). A copy of the Solicitation/Recommendation Statement on Schedule 14D-9 for CCI is also enclosed which sets forth, among other things, the recommendation by the CCI Board of Directors that CCI stockholders accept the Offer and tender their shares. You are encouraged to read these materials because they contain important information about the Offer. YOUR PROMPT RESPONSE IS REQUESTED As a participant in the Cox Communications, Inc. Savings and Investment Plan (the "Plan), if you are invested in the CCI Common Stock Fund (the "Stock Fund") you are encouraged to provide directions to Vanguard Fiduciary Trust Company ("Vanguard"), the trustee of your Plan, either to tender or not to tender, the CCI shares held in your separate Plan account. By instructing Vanguard to "tender" your shares, you are instructing Vanguard to surrender your CCI shares for cash in connection with the Offer. If you would like to tender your CCI shares, you must provide your directions to Vanguard by promptly completing and returning the enclosed Tender Offer Instruction Form (the "Instruction Form"). Since Vanguard is the holder of record of your CCI shares, Vanguard will tender, or not tender, your shares (on your behalf) pursuant to your instructions on the enclosed Instruction Form. If you do not send timely tender instructions to Vanguard, the trustee will treat this as an instruction NOT to tender. In order to direct Vanguard, YOU SHOULD COMPLETE, SIGN AND DATE THE ENCLOSED INSTRUCTION FORM AND RETURN IT TO VANGUARD IN THE ENCLOSED ENVELOPE SO THAT IT IS RECEIVED BY 4 P.M. EASTERN TIME, ON MONDAY, NOVEMBER 29, 2004, THE PLAN DEADLINE. In the event that the expiration date for the Offer (currently midnight New York City time on December 2, 2004) is extended, the Plan Deadline will automatically be extended to 4 P.M. Eastern time three business days prior to the new expiration date. IF YOUR TENDER INSTRUCTIONS ARE NOT RECEIVED BY VANGUARD BEFORE THE PLAN DEADLINE, THE TRUSTEE WILL NOT TENDER YOUR CCI SHARES. Post Office Box 2900 - Valley Forge Pennsylvania 19482-2900 - (610) 669-1000 IMPORTANT NOTE ABOUT THE STOCK FUND Please note, in order for Vanguard to have sufficient time to administratively prepare to respond to the Offer, the Stock Fund will be "frozen" for two business days, and TRANSACTIONS (E.G., EXCHANGES AND CONTRIBUTIONS) IN AND OUT OF THE STOCK FUND IN THE PLAN WILL NOT BE PERMITTED STARTING AT 4:00 P.M. EASTERN TIME ON TUESDAY NOVEMBER 3, 2004, unless the Offer is extended or withdrawn prior to that time. If the expiration date of the Offer is extended, the Stock Fund will be frozen starting at 4:00 p.m. Eastern time on the date that is two business days before any new expiration date. ENCLOSED FOR YOUR REVIEW Enclosed for your review are the following materials about the Offer: 1. the Offer to Purchase, dated November 3, 2004, which contains important details about the Offer; 2. the Solicitation/Recommendation Statement on Schedule 14D-9; 3. a Tender Offer Instruction Form; and 4. a postage-paid reply envelope. The enclosed information relates only to shares of CCI common stock held in your Plan account and if you own other shares outside of the Plan, you should receive separate mailings relating to those shares. PLEASE PROVIDE YOUR INSTRUCTIONS TO VANGUARD To instruct Vanguard, please promptly complete, sign and date the enclosed Instruction Form and mail it to Vanguard in the enclosed postage-paid reply envelope or fax to Vanguard's attention at 1-877-226-7171. Whether you choose to deliver your instructions by fax or by mail, YOUR INSTRUCTIONS OR CHANGES THERETO, MUST BE RECEIVED AT VANGUARD BY THE PLAN DEADLINE, WHICH IS 4 P.M. EASTERN TIME ON NOVEMBER 29, 2004. IF YOUR TENDER INSTRUCTIONS ARE NOT RECEIVED AT VANGUARD BY THE PLAN DEADLINE, THE TRUSTEE WILL NOT TENDER YOUR CCI SHARES; UNLESS REQUIRED BY LAW TO DO OTHERWISE. YOUR DECISION IS CONFIDENTIAL All instructions received by Vanguard from individual participants will be held in confidence and will not be divulged to any person, including CCI, Cox Enterprises, Inc., Cox Holdings, Inc. or any of their respective directors, officers, employees or affiliates. FOR ADDITIONAL QUESTIONS If you have any questions about the Offer, please contact D. F. King & Co., Inc. the Information Agent for the Offer, toll-free at 1-800-549-6697. Additionally, all tender offer materials are available online at www.sec.gov. If you have questions on how to provide tender instructions to Vanguard, please contact Vanguard Participant Services at 1-800-523-1188 Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time. Sincerely, Vanguard Fiduciary Trust Company TENDER OFFER INSTRUCTION FORM COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ THE ACCOMPANYING INFORMATION In response to the joint tender offer by Cox Enterprises, Inc. through its wholly owned subsidiary Cox Holdings, Inc., and Cox Communications, Inc. ("CCI") to acquire all outstanding shares of Class A common stock of CCI, not owned by Cox subject to the terms and conditions of the enclosed Offer to Purchase dated November 3, 2004 (the "Offer"), I hereby instruct Vanguard Fiduciary Trust Company to tender or not to tender the CCI shares allocated to my Plan account in response to the Offer as follows: (PLEASE CHECK ONE BOX BELOW AND COMPLETE): _________ YES. I DIRECT VANGUARD TO TENDER ALL OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER. _________ NO. I DIRECT VANGUARD NOT TO TENDER ANY OF THE SHARES CREDITED TO MY PLAN ACCOUNT IN RESPONSE TO THE OFFER. INSTRUCTION FORMS NOT TIMELY RECEIVED BY VANGUARD AND INSTRUCTION FORMS WITHOUT A BOX CHECKED ABOVE, OR WITH MORE THAN ONE ELECTION WILL BE TREATED AS AN INSTRUCTION NOT TO TENDER SHARES. YOU MAY FAX YOUR COMPLETED, SIGNED, AND DATED INSTRUCTION FORM TO VANGUARD'S ATTENTION AT 1-877-226-7171 - IF YOU FAX THIS FORM, DO NOT MAIL. THIS FORM MUST BE RECEIVED AT VANGUARD BY 12:00 NOON EASTERN TIME ON NOVEMBER 29, 2004 (UNLESS THE OFFER IS EXTENDED) OR YOUR SHARES WILL NOT BE TENDERED. ___________________________________ Signature ___________________________________ Please Print Name ___________________________________ Date ___________________________________ Daytime Phone Number EX-99.A.1.L 12 g91404iexv99waw1wl.txt FREQUENTLY ASKED QUESTIONS Exhibit (a)(1)(L) (THE VANGUARD GROUP LOGO) FREQUENTLY ASKED QUESTIONS ("FAQ") REGARDING THE COX COMMON STOCK FUND IN THE COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN As you may know, Cox Enterprises, Inc. through its wholly owned subsidiary Cox Holdings, Inc. and Cox Communications, Inc. ("CCI") have announced a joint tender offer to acquire all outstanding shares of Class A common stock of CCI. This affects you if you are invested in the CCI Common Stock Fund (the "Stock Fund") in the Cox Communications, Inc. Savings and Investment Plan (the "Plan"). This FAQ contains certain information regarding how the tender offer may affect your balance in the Stock Fund under the Plan. You are advised to read the "Offer to Purchase" dated November 3, 2004 and the related Solicitation/Recommendation Statement included with these materials because they contain important information. Q1: DOES THE TENDER OFFER AFFECT THE SHARES OF CCI COMMON STOCK HELD IN THE PLAN? A1: Yes. The tender offer to CCI common stockholders is being made for all outstanding shares of CCI Class A common stock not owned by Cox as explained in the enclosed materials, including all shares allocated to you and others in the Plan. Q2: HOW MUCH WILL BE PAID FOR SHARES OF CCI COMMON STOCK? A2: All CCI common stockholders (including the Plan) will be paid $34.75 per share in cash. Q3: WHAT WILL HAPPEN TO THE STOCK FUND DURING THE TENDER OFFER PROCESS? A3: The Stock Fund will be "frozen" for administrative purposes beginning at 4 p.m., Eastern time, on Tuesday, November 30, 2004, or, if the tender offer is extended, 4 p.m., Eastern time, on the date that is two business days prior to the expiration date of the tender offer. During this freeze period, no transactions for the Stock Fund will be processed, including purchases, exchanges, withdrawals, loans, and final distributions. This period is necessary to tally elections, and--if the tender offer conditions are satisfied--process the transaction. For those who did not tender shares, exchanges out of the Stock Fund will be permitted to the extent there is a market for CCI Class A common stock starting the business day after the expiration date of the tender offer. Q4: WILL I CONTINUE TO RECEIVE CONTRIBUTIONS TO THE STOCK FUND WHILE THE TENDER OFFER IS BEING CONSIDERED? A4: Yes. Until the freeze period begins at 4 P.M., EASTERN TIME, ON TUESDAY, NOVEMBER 30, 2004 (or, if the tender offer is extended, 4 p.m., Eastern time, on the date that is two business days prior to the expiration date of the tender offer), you will continue to receive contributions to the Stock Fund in accordance with the Plan provisions. Once the freeze period begins, no additional purchase of shares will be accepted. If the tender offer is successful, contributions made to the Stock Fund after the freeze period, will be automatically redirected to Vanguard(R) Federal Money Market Fund. PLEASE NOTE: Because of payroll and posting schedules, some contributions may not be credited to your Plan account before the freeze period begins. In that case, during the freeze period as well as if the offer is successful, the contributions will be redirected to Vanguard Federal Money Market Fund. Continued Institutional Division Post Office Box 2900, Valley Forge, Pennsylvania 19482-2900 (800) 523-1036 - www.vanguard.com Q5: MAY I CONTINUE TO MAKE CHANGES TO MY ASSET MIX WHILE THE TENDER OFFER IS BEING CONSIDERED? A5: Yes. Until the freeze period begins at 4 p.m., Eastern time, on Tuesday, November 30, 2004 (OR, IF THE TENDER OFFER IS EXTENDED, 4 P.M., EASTERN TIME, ON THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE EXPIRATION DATE OF THE TENDER OFFER), you may continue to make changes in your asset mix, including movement of assets in or out of the Stock Fund. If you submit instructions to Vanguard to tender your shares but you move all of your assets out of the Stock Fund before Tuesday, November 30, 2004, your tender instructions will be disregarded. Q6: WHAT HAPPENS IF I TENDER MY SHARES AND THE TENDER OFFER IS SUCCESSFUL? A6: If you tender shares of CCI common stock in your Plan account, the cash proceeds will be invested in Vanguard Federal Money Market Fund in your Plan account. It is expected that the proceeds will be received promptly after the tender offer expires. After the freeze period ends, you may then log on to WWW.VANGUARD.COM or call Vanguard's VOICE(R) Network or a Vanguard(R) Participant Services associate at 1-800-523-1188 if you would like to review your account or rebalance your asset mix in the Plan. Q7: WHAT IF I DO NOT TENDER MY SHARES AND THE TENDER OFFER IS SUCCESSFUL? A7: For those who do not tender shares, exchanges out of the Stock Fund will be permitted to the extent there is a market for CCI Class A common stock starting the business day after the expiration date of the tender offer. If the tender offer is successful, subject to certain conditions explained in the offer materials, all remaining Class A common stock of CCI will be acquired through a merger in which all shares which are not tendered in the tender offer will be converted into the right to receive $34.75 in cash. The acquisition of remaining shares through that merger may occur quickly following the end of the tender offer or may take significantly longer to complete depending upon how many shares are tendered in the offer. Following completion of the merger, the cash proceeds will be invested in Vanguard Federal Money Market Fund in your Plan account. After the merger is consummated, you may then log on to WWW.VANGUARD.COM or call Vanguard's VOICE Network or a Vanguard Participant Services associate at 1-800-523-1188 if you would like to review your account or rebalance your asset mix in the Plan. Q8: IF THE TENDER OFFER IS SUCCESSFUL AND I RECEIVE CASH IN VANGUARD FEDERAL MONEY MARKET FUND, HOW SOON CAN I MOVE THESE PROCEEDS TO ANOTHER FUND? A8: Once the proceeds are invested in your Plan account as described above in Q6 & Q7, you are permitted to make exchanges in accordance with your plan provisions. You may log on to WWW.VANGUARD.COM or call Vanguard's VOICE Network or a Vanguard Participant Services associate at 1-800-523-1188 if you would like to review your account or rebalance your asset mix in the Plan. Q9: WHAT WILL HAPPEN TO MY TENDERED SHARES IF THE TENDER OFFER IS NOT SUCCESSFUL? A9: Your shares will not be surrendered for cash and will remain in the Stock Fund. Q10: WHAT WILL HAPPEN TO THE STOCK FUND IF THE TENDER OFFER IS NOT SUCCESSFUL? A10: If the tender offer is not successful, the Stock Fund will continue to accept new contributions and will continue its normal operations unless you are otherwise notified. Continued Q11: WHAT IF I WANT TO CHANGE MY TENDER INSTRUCTIONS? A11: You may change your tender instructions by sending new tender instructions to Vanguard. Your new Tender Offer Instruction Form with any changes must be received by the Plan Deadline (12:00 noon Eastern time on Monday, November 29, 2004). If you need an additional Tender Offer Instruction Form, you may obtain one by calling Vanguard Participant Services at 1-800-523-1188 Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time. If you make changes prior to the Plan Deadline, the latest received Tender Offer Instruction Form will determine your instruction to Vanguard. Q12: WHOM DO I CALL IF I HAVE ADDITIONAL QUESTIONS? A12: You may direct questions and requests for assistance regarding the tender offer to the Information Agent at its address and telephone number set forth below. You may obtain additional copies of the "Offer to Purchase" dated November 3, 2004, and other tender offer materials that have been filed with the U.S. Securities and Exchange Commission from the Information Agent as set forth below, and they will be furnished promptly at no expense to you. The Information Agent for the tender offer is: D. F. King & Co., Inc. 48 Wall Street New York, NY 10005 Call Toll-Free 1-800-549-6697 If you have any questions on how to provide tender instructions to Vanguard or need a Tender Offer Instruction Form for your shares in the Plan, call Vanguard Participant Services at 1-800-523-1188, Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time. If you would like to make investment changes, log on to WWW.VANGUARD.COM, or call Vanguard at 1-800-523-1188. The VOICE Network is available 24 hours a day and Participant Services associates are available Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time. The Vanguard Group For more information about any fund, including investment objectives, risks, charges, and expenses, call The Vanguard Group at 1-800-523-1188 to obtain a prospectus. The prospectus contains important information about the fund. Consider and read the prospectus information carefully before you invest. You can also download Vanguard fund prospectuses at www.vanguard.com. The Vanguard Group, Vanguard, VOICE, and the ship logo are trademarks of The Vanguard Group, Inc. All other marks are the exclusive property of their respective owners. (C) 2004 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor. 38034-1 062004 EX-99.A.1.M 13 g91404iexv99waw1wm.txt NOTICE TO PARTICIPANTS Exhibit (a)(1)(M) NOTICE TO PARTICIPANTS OF COX COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN November 3, 2004 Dear Employee Stock Purchase Plan Participant: THE TENDER OFFER As you may know, Cox Enterprises, Inc., through its wholly-owned subsidiary Cox Holdings, Inc., ("CEI") and Cox Communications, Inc. ("CCI") have announced a tender offer to acquire all outstanding shares of Class A common stock of CCI not owned by Cox for cash at a price of $34.75 per share, upon the terms and subject to the conditions explained in the enclosed Offer to Purchase dated November 3, 2004 (such terms and conditions are the "Offer"). A copy of the Solicitation/ Recommendation Statement on Schedule 14D-9 for CCI is also enclosed which sets forth, among other things, the recommendation by the CCI Board of Directors that CCI stockholders accept the Offer and tender their shares. You are advised to read the Offer to Purchase and the related Solicitation/Recommendation Statement included in these materials because they contain important information. YOUR PROMPT RESPONSE IS REQUESTED The Offer is being made for all outstanding CCI shares not owned by Cox, including those CCI shares issued under the Cox Communications, Inc. Employee Stock Purchase Plan (the "Plan"). As a participant in the Plan, you are encouraged to provide directions to Wachovia Bank, N.A. ("Wachovia"), the administrator of the Plan, either to tender, or not to tender, the CCI shares acquired under the Plan and held in your Wachovia account. By instructing Wachovia to "tender" your shares, you are instructing Wachovia to surrender your CCI shares for cash in connection with the Offer. If you would like to tender your CCI shares, you must provide your directions to Wachovia by promptly completing and returning the enclosed Tender Offer Instruction Form. If you do not send timely tender instructions, Wachovia will treat this as an instruction NOT to tender. In order to direct Wachovia, YOU SHOULD COMPLETE, SIGN AND DATE THE ENCLOSED INSTRUCTION FORM AND RETURN TO WACHOVIA, EITHER IN THE ENCLOSED ENVELOPE OR BY FAX, SO THAT IT IS RECEIVED BY 5:00 P.M. EASTERN TIME, ON MONDAY, NOVEMBER 29, 2004, THE PLAN DEADLINE. In the event that the expiration date for the Offer (currently midnight Eastern time on December 2, 2004) is extended, the Plan Deadline will automatically be extended to 5:00 p.m. three business days prior to the new expiration date. IF YOUR TENDER INSTRUCTIONS ARE NOT RECEIVED BY WACHOVIA BEFORE PLAN DEADLINE, WACHOVIA WILL NOT TENDER YOUR CCI SHARES. Wachovia is the holder of record of the CCI shares held in your Wachovia account. A tender of your shares can only be made by Wachovia as the holder of record (or by its nominee as holder of record) pursuant to your instructions as communicated on the Instruction Form. Enclosed for your review are the following materials about the Offer: 1. the Offer to Purchase dated November 3, 2004, which contains important details about the Offer; 2. the Solicitation/Recommendation Statement on Schedule 14D-9; 3. a Tender Offer Instruction Form; and 4. a reply envelope. The enclosed information relates only to shares of CCI acquired under the Plan and held in your Wachovia account. If you own other CCI shares, you should receive separate mailings relating to those shares. To instruct Wachovia, please promptly complete, sign and date the enclosed Instruction Form and mail it to Wachovia in the enclosed reply envelope or fax it to Wachovia's attention at (704) 590-7628. Whether you choose to deliver your instructions by fax or by mail, YOUR INSTRUCTIONS OR CHANGES THERETO, MUST BE RECEIVED AT WACHOVIA BY THE PLAN DEADLINE, WHICH IS 5:00 P.M. EASTERN TIME ON MONDAY, NOVEMBER 29, 2004, THREE BUSINESS DAYS PRIOR TO THE EXPIRATION DATE. FOR ADDITIONAL QUESTIONS If you have any questions about the Offer, contact D.F. King & Co., Inc., the information agent for the Offer, toll-free at (800) 549-6697. Additionally, all tender offer materials are available online at www.sec.gov. If you have questions on how to provide tender instructions to Wachovia, please contact Wachovia at (800) 829-8432. For questions regarding your Wachovia account, including the number of shares held, please contact Wachovia at (888) 396-0853. TENDER OFFER INSTRUCTION FORM COX COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ THE ACCOMPANYING INFORMATION In response to the offer by Cox Enterprises, Inc., through its wholly-owned subsidiary Cox Holdings, Inc., ("CEI") and Cox Communications, Inc. ("CCI") to acquire all outstanding shares of Class A common stock of CCI not owned by Cox, subject to the terms and conditions of the enclosed Offer to Purchase dated November 3, 2004 (such terms and conditions are the "Offer"), I hereby instruct Wachovia Bank, N.A. to tender or not to tender the CCI shares acquired under the Plan and held by Wachovia as follows: (PLEASE CHECK ONE BOX BELOW AND COMPLETE): ______ YES. I DIRECT WACHOVIA TO TENDER ALL OF THE SHARES ACQUIRED UNDER THE PLAN AND HELD BY WACHOVIA IN RESPONSE TO THE OFFER. ______ NO. I DIRECT WACHOVIA NOT TO TENDER ANY OF THE SHARES ACQUIRED UNDER THE PLAN AND HELD BY WACHOVIA IN RESPONSE TO THE OFFER. INSTRUCTION FORMS NOT TIMELY RECEIVED BY WACHOVIA AND INSTRUCTION FORMS WITHOUT A BOX CHECKED ABOVE, OR WITH MORE THAN ONE ELECTION WILL BE TREATED AS AN INSTRUCTION NOT TO TENDER SHARES. YOU MAY MAIL YOUR COMPLETED, SIGNED, AND DATED INSTRUCTION FORM TO WACHOVIA IN THE ENCLOSED REPLY ENVELOPE, OR FAX TO WACHOVIA'S ATTENTION AT (704) 590-7628 THIS FORM MUST BE RECEIVED AT WACHOVIA BY 5:00 P.M. EASTERN TIME ON NOVEMBER 29, 2004 (UNLESS THE OFFER IS EXTENDED) OR YOUR SHARES WILL NOT BE TENDERED. ___________________________________ Signature ___________________________________ Please Print Name ___________________________________ Date ___________________________________ Daytime Phone Number EX-99.A.1.N 14 g91404iexv99waw1wn.htm NOTICE TO PARTICIPANTS

Exhibit (a)(1)(N)

November 3, 2004

Dear Long-Term Incentive Plan (LTIP) Participant:

As you may know, Cox Enterprises, Inc., through its wholly-owned subsidiary Cox Holdings, Inc., (“CEI”) and Cox Communications, Inc. (“CCI”) have commenced a tender offer to acquire all outstanding shares of Class A common stock of CCI not owned by CEI for cash at a price of $34.75 per share, upon the terms and subject to the conditions explained in the enclosed Offer to Purchase dated November 3, 2004 (such terms and conditions are the “Offer”). A copy of the Solicitation/ Recommendation Statement on Schedule 14D-9 for CCI is also enclosed which sets forth, among other things, the recommendation by the CCI Board of Directors that CCI stockholders accept the Offer and tender their shares. You are advised to read the Offer to Purchase and the related Solicitation/ Recommendation Statement included in these materials because they contain important information.

Once the Offer is completed, assuming all of the conditions to such completion are satisfied or waived, a merger will follow, which will result in CCI becoming a privately-owned subsidiary of CEI, with CCI’s shares no longer publicly traded. In connection with the Offer and subsequent merger, your LTIP awards will be handled as indicated below.

Your Restricted Stock
Because of transfer restrictions on shares of restricted stock (i.e., shares that have not vested or do not vest on or before the expiration date of the Offer), these shares cannot be tendered as part of the Offer. However, as part of the merger, CCI will purchase all outstanding shares of restricted stock (even if unvested). As a holder of restricted stock you will receive a cash payment equal to the merger price ($34.75) multiplied by your number of shares of restricted stock, less applicable taxes. Unless you exercise your right to have your shares appraised by the Delaware Court of Chancery and to receive payment as described in the “Appraisal Rights” section of the enclosed Offer to Purchase, Cox’s LTIP administrator, Wachovia, will send your payment as promptly as practicable following the merger, and this payment, which will be treated as ordinary income as of the effective date of the merger, will be net of applicable taxes.

Action Required: The enclosed “Restricted Stock Statement” lists all of your outstanding shares of restricted stock. The only action required on your part is to FAX the enclosed “Long Term Incentive Plan Payment Instruction Form” to Stacy Hisman at (678) 645-1091 prior to midnight Eastern Time on December 2, 2004. You will receive e-mail confirmation following receipt by Cox.

Your Vested Stock Options
If you hold a vested stock option, you are free to exercise that option in accordance with its terms and then tender the CCI shares you receive in the Offer. CCI has agreed that following the completion of the tender offer and subsequent merger, if you hold options that are vested and in-the-money (i.e., with an exercise price lower than $34.75 per share), CCI would make a cash payment in respect of the cancellation of any vested in-the-money CCI stock options at the election of the holder of such options. This election must be made with respect to all of a holder’s vested in-the-money options. A holder of vested in-the-money options would receive a cash payment equal to the difference between $34.75 per share and the exercise price for each option, multiplied by the number of options, less applicable taxes.

The enclosed “Vested In-The-Money Stock Option Statement” lists all your vested in-the-money options, along with their exercise price and the pre-tax amount you will receive if you elect to cancel your options in connection with the merger, rather than exercise your options and participate in the Offer. Cox’s LTIP

administrator, Wachovia, will send your payment for options cancelled in connection with the merger beginning approximately one week following the merger, and this payment, which will be treated as ordinary income as of the effective date of the merger, will be net of applicable taxes.

If you do not elect to exercise or cancel your options, they will continue to be exercisable under their current terms, although the future procedures for exercising these options, and your ability to resell shares received from the exercise of these options, are not known at this time.

Action Required: To cancel your vested stock options for a cash payment in the event of a merger, please:

• Read and sign the “Option Cancellation Agreement”;

• Review the “Vested In-The-Money Stock Option Statement”;

• Complete the “Long-Term Incentive Plan Payment Instruction Form”; and

• FAX these three documents to Stacy Hisman at (678) 645-1091 prior to midnight Eastern Time on December 2, 2004.

If the Offer does not close or the merger does not occur, the LTIP transactions referenced above will not occur. In addition, if your employment terminates for any reason, or if you exercise any options on or before the current expiration date (December 2, 2004), your ability to elect to have options cancelled, and/or the number of your vested options, may change. Please immediately notify your local benefits coordinator and Stacy Hisman at CEI, at (678) 645-0083, if you exercise options or if your employment status changes. If you have additional questions, please call our dedicated hotline at (866) 700-0301, or in the Atlanta area, (678) 645-4730 to leave a recorded message.

Option Cancellation Agreement

(1)     I currently hold vested options to purchase shares of the Class A Common Stock of Cox Communications, Inc. (CCI), which are listed on the enclosed Vested In-The-Money Stock Option Statement. I understand that if there is a merger between CCI and a new indirect subsidiary of Cox Enterprises, Inc. (CEI), CCI will make a cash payment for the cancellation of any vested in-the-money CCI stock options (i.e., vested options with an exercise price lower than the merger price). I understand that by signing this Agreement, I will receive a cash payment equal to the difference between the merger price ($34.75) and the exercise price for each vested in-the-money option, multiplied by the number of shares subject to such options (less applicable tax withholding), and that any such options would be cancelled.

(2)     I agree that CCI may cancel all of my outstanding vested in-the-money options to acquire the Class A Common Stock of CCI, which are listed on the enclosed Vested In-The-Money Stock Option Statement, and I agree that effective upon receipt of payment as described above, all such options shall be deemed cancelled, terminated and extinguished without any further notice to me. I understand that any applicable payroll, income or other taxes may be withheld from this payment.

(3)     Effective upon my receipt of this payment, I irrevocably and unconditionally release and hold harmless CCI, CEI, and their respective parents, subsidiaries and affiliates, together with all of their respective directors, stockholders, officers, employees, agents, representatives, successors and assigns and all persons acting by or through any of them (collectively, the Released Parties) from any and all claims, charges, obligations, liabilities, damages or losses (including attorneys’ fees and costs) of any nature arising out of my vested in-the-money options listed on the enclosed Vested In-The-Money Stock Option Statement, and I agree that I will not file, or permit to be filed in my name or on my behalf, any lawsuit, claim, or other legal action against any Released Party with respect to such options.

(4)     I understand that the cancellation of my in-the-money options and the payment for such cancellation is conditioned upon the effectiveness of the merger as described above, and that if the merger does not occur, then this Agreement will be null and void and my options will remain in full force and effect.

(5)     I understand and acknowledge that if my employment terminates for any reason, or if I have exercised any options on or before the current expiration date (December 2, 2004), my ability to elect to have options cancelled, and/or the number of my vested options, may change.

(6)     I have read this Agreement and understand its terms. In signing this Agreement, I have not relied on any representation or statement not set forth in this Agreement with respect to my options. This Agreement shall be governed by the laws of the State of Delaware, without regard to its rules regarding conflicts or choice of laws. This Agreement shall be binding upon me and my heirs, executors, administrators, representatives, successors and assigns.

Agreed and executed this ____ day of ________________, 2004.

Signature: _________________________________

Print Name: ______________________________ e-mail:_______________________________

Please FAX this form to Cox Enterprises, ATTN: Stacy Hisman, at (678) 645-1091 by midnight Eastern
time on December 2, 2004. You will receive an email confirmation following receipt by Cox.

RESTRICTED STOCK STATEMENT

Effective Date of Statement: November 3, 2004

«NAME»

	Number of
	Restricted Shares
Grant Date	(A)	Merger Price (B)	Pre-tax Amount * (C)
Total Restricted Shares		Total Pre-tax Amount

*Pre-tax Amount = [Merger Price] times [Restricted Shares] (expressed in gross amount before taxes) (C = A x B)

Your payment and confirmation statement will come directly from Wachovia promptly after the
closing of the merger. Note: the actual proceeds you receive will be net of taxes, and will be
different from the pre-tax amount listed above.

If your employment status changes your eligibility to participate in this offer may change. Please
contact Stacy Hisman at 678-645-0083 if your employment status changes after the effective date
listed above.

VESTED IN-THE-MONEY
STOCK OPTION STATEMENT

Effective Date of Statement:        November 3, 2004

«NAME»

	Number of		Stock
	Vested In-The-		Option
	Money Stock	Merger	Exercise	Spread	Pre-tax Amount **
Grant Date	Options (A)	Price (B)	Price (C)	Value* (D)	(E)
Total Stock Options				Total Pre-tax Amount

*    Spread Value = [Merger Price] minus [Stock Option Exercise Price] (D = B - C)

** Pre-tax Amount = [Spread Value] times [Number of Stock Options] (expressed in gross amount before taxes) (E = A x D)

Your payment and confirmation statement will come directly from Wachovia promptly after the
closing of the merger. Note: the actual proceeds you receive will be
net of taxes, and will be different from the pre-tax amount listed above.

If your employment status changes and/or you exercise any of your vested stock options after the
effective date listed above, your eligibility to participate in this offer may change. Please contact
Stacy Hisman at 678-645-0083 if your employment status changes and/or you exercise any stock
options.

Please return by FAX to Stacy Hisman at (678) 645-1091 by midnight Eastern Time on December 2, 2004.
You will receive e-mail confirmation following receipt by Cox

Long-Term Incentive Plan Payment Instruction Form

Instructions to Cox Communications, Inc. Long-Term Incentive Plan participants: Please
complete this form and return it by FAX to Stacy Hisman at Cox Enterprises no later than
December 2, 2004 to provide your instructions for Cox to send your cash payment.

To:      Stacy Hisman, Cox Enterprises, Inc.         FAX:    (678) 645-1091

Your Information:

Name:	SSN:
Address:	Telephone:

City: State: Zip:

E-mail:

1.     o    Mail a check to the above address.

2.     o    Overnight a check to the above address (fee of $15 will be deducted from your payment).

3.     o    Send me a wire transfer (fee of $35 will be deducted from your payment).

     For wire transfers, please include the following:

Bank name Branch location (city/state)

Bank ABA routing number (9-digit) Account number

Account name

Please Note: If you do not complete and return this form, a check will be mailed to your last known home address on file with Cox.

Your payment (net of taxes) and confirmation statement will come directly from Wachovia promptly
after the closing of the merger.

If your employment status changes your eligibility to participate in this offer may change. Please contact
Stacy Hisman at 678-645-0083 if your employment status changes.

EX-99.A.1.K

                                                               Exhibit (a)(1)(K)


                     (VANGUARD FIDUCIARY TRUST COMPANY LOGO)


                            NOTICE TO PARTICIPANTS OF
              COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN

                                                       November 3, 2004


Dear Plan Participant:

                                  TENDER OFFER

      As you may know, Cox Enterprises, Inc. through its wholly owned subsidiary
Cox Holdings, Inc. and Cox Communications, Inc. ("CCI") have announced a joint
tender offer to acquire all outstanding shares of Class A common stock of CCI
for cash at a price of $34.75 per share upon the terms and subject to the
conditions explained in the enclosed "Offer to Purchase" dated November 3, 2004
(such terms and conditions are the "Offer"). A copy of the
Solicitation/Recommendation Statement on Schedule 14D-9 for CCI is also enclosed
which sets forth, among other things, the recommendation by the CCI Board of
Directors that CCI stockholders accept the Offer and tender their shares. You
are encouraged to read these materials because they contain important
information about the Offer.

                        YOUR PROMPT RESPONSE IS REQUESTED

      As a participant in the Cox Communications, Inc. Savings and Investment
Plan (the "Plan), if you are invested in the CCI Common Stock Fund (the "Stock
Fund") you are encouraged to provide directions to Vanguard Fiduciary Trust
Company ("Vanguard"), the trustee of your Plan, either to tender or not to
tender, the CCI shares held in your separate Plan account. By instructing
Vanguard to "tender" your shares, you are instructing Vanguard to surrender your
CCI shares for cash in connection with the Offer.

      If you would like to tender your CCI shares, you must provide your
directions to Vanguard by promptly completing and returning the enclosed Tender
Offer Instruction Form (the "Instruction Form"). Since Vanguard is the holder of
record of your CCI shares, Vanguard will tender, or not tender, your shares (on
your behalf) pursuant to your instructions on the enclosed Instruction Form. If
you do not send timely tender instructions to Vanguard, the trustee will treat
this as an instruction NOT to tender.

      In order to direct Vanguard, YOU SHOULD COMPLETE, SIGN AND DATE THE
ENCLOSED INSTRUCTION FORM AND RETURN IT TO VANGUARD IN THE ENCLOSED ENVELOPE SO
THAT IT IS RECEIVED BY 4 P.M. EASTERN TIME, ON MONDAY, NOVEMBER 29, 2004, THE
PLAN DEADLINE. In the event that the expiration date for the Offer (currently
midnight New York City time on December 2, 2004) is extended, the Plan Deadline
will automatically be extended to 4 P.M. Eastern time three business days prior
to the new expiration date. IF YOUR TENDER INSTRUCTIONS ARE NOT RECEIVED BY
VANGUARD BEFORE THE PLAN DEADLINE, THE TRUSTEE WILL NOT TENDER YOUR CCI SHARES.


  Post Office Box 2900 - Valley Forge Pennsylvania 19482-2900 - (610) 669-1000

                       IMPORTANT NOTE ABOUT THE STOCK FUND

      Please note, in order for Vanguard to have sufficient time to
administratively prepare to respond to the Offer, the Stock Fund will be
"frozen" for two business days, and TRANSACTIONS (E.G., EXCHANGES AND
CONTRIBUTIONS) IN AND OUT OF THE STOCK FUND IN THE PLAN WILL NOT BE PERMITTED
STARTING AT 4:00 P.M. EASTERN TIME ON TUESDAY NOVEMBER 3, 2004, unless the Offer
is extended or withdrawn prior to that time. If the expiration date of the Offer
is extended, the Stock Fund will be frozen starting at 4:00 p.m. Eastern time on
the date that is two business days before any new expiration date.

                            ENCLOSED FOR YOUR REVIEW

      Enclosed for your review are the following materials about the Offer:

            1.    the Offer to Purchase, dated November 3, 2004, which contains
                  important details about the Offer;

            2.    the Solicitation/Recommendation Statement on Schedule 14D-9;

            3.    a Tender Offer Instruction Form; and

            4.    a postage-paid reply envelope.

      The enclosed information relates only to shares of CCI common stock held
in your Plan account and if you own other shares outside of the Plan, you should
receive separate mailings relating to those shares.

                  PLEASE PROVIDE YOUR INSTRUCTIONS TO VANGUARD

      To instruct Vanguard, please promptly complete, sign and date the enclosed
Instruction Form and mail it to Vanguard in the enclosed postage-paid reply
envelope or fax to Vanguard's attention at 1-877-226-7171. Whether you choose to
deliver your instructions by fax or by mail, YOUR INSTRUCTIONS OR CHANGES
THERETO, MUST BE RECEIVED AT VANGUARD BY THE PLAN DEADLINE, WHICH IS 4 P.M.
EASTERN TIME ON NOVEMBER 29, 2004.

      IF YOUR TENDER INSTRUCTIONS ARE NOT RECEIVED AT VANGUARD BY THE PLAN
DEADLINE, THE TRUSTEE WILL NOT TENDER YOUR CCI SHARES; UNLESS REQUIRED BY LAW TO
DO OTHERWISE.

                          YOUR DECISION IS CONFIDENTIAL

      All instructions received by Vanguard from individual participants will be
held in confidence and will not be divulged to any person, including CCI, Cox
Enterprises, Inc., Cox Holdings, Inc. or any of their respective directors,
officers, employees or affiliates.

                            FOR ADDITIONAL QUESTIONS

      If you have any questions about the Offer, please contact D. F. King &
Co., Inc. the Information Agent for the Offer, toll-free at 1-800-549-6697.
Additionally, all tender offer materials are available online at www.sec.gov. If
you have questions on how to provide tender instructions to Vanguard, please
contact Vanguard Participant Services at 1-800-523-1188 Monday through Friday
from 8:30 a.m. to 9 p.m., Eastern time.


                                             Sincerely,


                                             Vanguard Fiduciary Trust Company

                          TENDER OFFER INSTRUCTION FORM

              COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN

               BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ
                          THE ACCOMPANYING INFORMATION

      In response to the joint tender offer by Cox Enterprises, Inc. through its
wholly owned subsidiary Cox Holdings, Inc., and Cox Communications, Inc. ("CCI")
to acquire all outstanding shares of Class A common stock of CCI, not owned by
Cox subject to the terms and conditions of the enclosed Offer to Purchase dated
November 3, 2004 (the "Offer"), I hereby instruct Vanguard Fiduciary Trust
Company to tender or not to tender the CCI shares allocated to my Plan account
in response to the Offer as follows:


                   (PLEASE CHECK ONE BOX BELOW AND COMPLETE):


_________ YES. I DIRECT VANGUARD TO TENDER ALL OF THE SHARES CREDITED TO MY PLAN
ACCOUNT IN RESPONSE TO THE OFFER.

_________ NO. I DIRECT VANGUARD NOT TO TENDER ANY OF THE SHARES CREDITED TO MY
PLAN ACCOUNT IN RESPONSE TO THE OFFER.

INSTRUCTION FORMS NOT TIMELY RECEIVED BY VANGUARD AND INSTRUCTION FORMS WITHOUT
   A BOX CHECKED ABOVE, OR WITH MORE THAN ONE ELECTION WILL BE TREATED AS AN
                       INSTRUCTION NOT TO TENDER SHARES.

  YOU MAY FAX YOUR COMPLETED, SIGNED, AND DATED INSTRUCTION FORM TO VANGUARD'S
        ATTENTION AT 1-877-226-7171 - IF YOU FAX THIS FORM, DO NOT MAIL.

      THIS FORM MUST BE RECEIVED AT VANGUARD BY 12:00 NOON EASTERN TIME ON
               NOVEMBER 29, 2004 (UNLESS THE OFFER IS EXTENDED) OR
                       YOUR SHARES WILL NOT BE TENDERED.


                                             ___________________________________
                                             Signature

                                             ___________________________________
                                             Please Print Name

                                             ___________________________________
                                             Date

                                             ___________________________________
                                             Daytime Phone Number

EX-99.A.1.L

                                                               Exhibit (a)(1)(L)


                           (THE VANGUARD GROUP LOGO)


       FREQUENTLY ASKED QUESTIONS ("FAQ") REGARDING THE COX COMMON STOCK
        FUND IN THE COX COMMUNICATIONS, INC. SAVINGS AND INVESTMENT PLAN

As you may know, Cox Enterprises, Inc. through its wholly owned subsidiary Cox
Holdings, Inc. and Cox Communications, Inc. ("CCI") have announced a joint
tender offer to acquire all outstanding shares of Class A common stock of CCI.
This affects you if you are invested in the CCI Common Stock Fund (the "Stock
Fund") in the Cox Communications, Inc. Savings and Investment Plan (the "Plan").
This FAQ contains certain information regarding how the tender offer may affect
your balance in the Stock Fund under the Plan. You are advised to read the
"Offer to Purchase" dated November 3, 2004 and the related
Solicitation/Recommendation Statement included with these materials because they
contain important information.

Q1:   DOES THE TENDER OFFER AFFECT THE SHARES OF CCI COMMON STOCK HELD IN THE
      PLAN?

A1:   Yes. The tender offer to CCI common stockholders is being made for all
      outstanding shares of CCI Class A common stock not owned by Cox as
      explained in the enclosed materials, including all shares allocated to you
      and others in the Plan.

Q2:   HOW MUCH WILL BE PAID FOR SHARES OF CCI COMMON STOCK?

A2:   All CCI common stockholders (including the Plan) will be paid $34.75 per
      share in cash.

Q3:   WHAT WILL HAPPEN TO THE STOCK FUND DURING THE TENDER OFFER PROCESS?

A3:   The Stock Fund will be "frozen" for administrative purposes beginning at 4
      p.m., Eastern time, on Tuesday, November 30, 2004, or, if the tender offer
      is extended, 4 p.m., Eastern time, on the date that is two business days
      prior to the expiration date of the tender offer. During this freeze
      period, no transactions for the Stock Fund will be processed, including
      purchases, exchanges, withdrawals, loans, and final distributions. This
      period is necessary to tally elections, and--if the tender offer
      conditions are satisfied--process the transaction. For those who did not
      tender shares, exchanges out of the Stock Fund will be permitted to the
      extent there is a market for CCI Class A common stock starting the
      business day after the expiration date of the tender offer.

Q4:   WILL I CONTINUE TO RECEIVE CONTRIBUTIONS TO THE STOCK FUND WHILE THE
      TENDER OFFER IS BEING CONSIDERED?

A4:   Yes. Until the freeze period begins at 4 P.M., EASTERN TIME, ON TUESDAY,
      NOVEMBER 30, 2004 (or, if the tender offer is extended, 4 p.m., Eastern
      time, on the date that is two business days prior to the expiration date
      of the tender offer), you will continue to receive contributions to the
      Stock Fund in accordance with the Plan provisions. Once the freeze period
      begins, no additional purchase of shares will be accepted. If the tender
      offer is successful, contributions made to the Stock Fund after the freeze
      period, will be automatically redirected to Vanguard(R) Federal Money
      Market Fund. PLEASE NOTE: Because of payroll and posting schedules, some
      contributions may not be credited to your Plan account before the freeze
      period begins. In that case, during the freeze period as well as if the
      offer is successful, the contributions will be redirected to Vanguard
      Federal Money Market Fund.


                                                                       Continued


                             Institutional Division
          Post Office Box 2900, Valley Forge, Pennsylvania 19482-2900
                       (800) 523-1036 - www.vanguard.com

Q5:   MAY I CONTINUE TO MAKE CHANGES TO MY ASSET MIX WHILE THE TENDER OFFER IS
      BEING CONSIDERED?

A5:   Yes. Until the freeze period begins at 4 p.m., Eastern time, on Tuesday,
      November 30, 2004 (OR, IF THE TENDER OFFER IS EXTENDED, 4 P.M., EASTERN
      TIME, ON THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE EXPIRATION DATE
      OF THE TENDER OFFER), you may continue to make changes in your asset mix,
      including movement of assets in or out of the Stock Fund. If you submit
      instructions to Vanguard to tender your shares but you move all of your
      assets out of the Stock Fund before Tuesday, November 30, 2004, your
      tender instructions will be disregarded.

Q6:   WHAT HAPPENS IF I TENDER MY SHARES AND THE TENDER OFFER IS SUCCESSFUL?

A6:   If you tender shares of CCI common stock in your Plan account, the cash
      proceeds will be invested in Vanguard Federal Money Market Fund in your
      Plan account. It is expected that the proceeds will be received promptly
      after the tender offer expires.

      After the freeze period ends, you may then log on to WWW.VANGUARD.COM or
      call Vanguard's VOICE(R) Network or a Vanguard(R) Participant Services
      associate at 1-800-523-1188 if you would like to review your account or
      rebalance your asset mix in the Plan.

Q7:   WHAT IF I DO NOT TENDER MY SHARES AND THE TENDER OFFER IS SUCCESSFUL?

A7:   For those who do not tender shares, exchanges out of the Stock Fund will
      be permitted to the extent there is a market for CCI Class A common stock
      starting the business day after the expiration date of the tender offer.
      If the tender offer is successful, subject to certain conditions explained
      in the offer materials, all remaining Class A common stock of CCI will be
      acquired through a merger in which all shares which are not tendered in
      the tender offer will be converted into the right to receive $34.75 in
      cash. The acquisition of remaining shares through that merger may occur
      quickly following the end of the tender offer or may take significantly
      longer to complete depending upon how many shares are tendered in the
      offer. Following completion of the merger, the cash proceeds will be
      invested in Vanguard Federal Money Market Fund in your Plan account.

      After the merger is consummated, you may then log on to WWW.VANGUARD.COM
      or call Vanguard's VOICE Network or a Vanguard Participant Services
      associate at 1-800-523-1188 if you would like to review your account or
      rebalance your asset mix in the Plan.

Q8:   IF THE TENDER OFFER IS SUCCESSFUL AND I RECEIVE CASH IN VANGUARD FEDERAL
      MONEY MARKET FUND, HOW SOON CAN I MOVE THESE PROCEEDS TO ANOTHER FUND?

A8:   Once the proceeds are invested in your Plan account as described above in
      Q6 & Q7, you are permitted to make exchanges in accordance with your plan
      provisions. You may log on to WWW.VANGUARD.COM or call Vanguard's VOICE
      Network or a Vanguard Participant Services associate at 1-800-523-1188 if
      you would like to review your account or rebalance your asset mix in the
      Plan.

Q9:   WHAT WILL HAPPEN TO MY TENDERED SHARES IF THE TENDER OFFER IS NOT
      SUCCESSFUL?

A9:   Your shares will not be surrendered for cash and will remain in the Stock
      Fund.

Q10:  WHAT WILL HAPPEN TO THE STOCK FUND IF THE TENDER OFFER IS NOT SUCCESSFUL?

A10:  If the tender offer is not successful, the Stock Fund will continue to
      accept new contributions and will continue its normal operations unless
      you are otherwise notified.


                                                                       Continued

Q11:  WHAT IF I WANT TO CHANGE MY TENDER INSTRUCTIONS?

A11:  You may change your tender instructions by sending new tender instructions
      to Vanguard. Your new Tender Offer Instruction Form with any changes must
      be received by the Plan Deadline (12:00 noon Eastern time on Monday,
      November 29, 2004). If you need an additional Tender Offer Instruction
      Form, you may obtain one by calling Vanguard Participant Services at
      1-800-523-1188 Monday through Friday from 8:30 a.m. to 9 p.m., Eastern
      time. If you make changes prior to the Plan Deadline, the latest received
      Tender Offer Instruction Form will determine your instruction to Vanguard.

Q12:  WHOM DO I CALL IF I HAVE ADDITIONAL QUESTIONS?

A12:  You may direct questions and requests for assistance regarding the tender
      offer to the Information Agent at its address and telephone number set
      forth below. You may obtain additional copies of the "Offer to Purchase"
      dated November 3, 2004, and other tender offer materials that have been
      filed with the U.S. Securities and Exchange Commission from the
      Information Agent as set forth below, and they will be furnished promptly
      at no expense to you. The Information Agent for the tender offer is:

                             D. F. King & Co., Inc.
                                 48 Wall Street
                               New York, NY 10005
                          Call Toll-Free 1-800-549-6697

      If you have any questions on how to provide tender instructions to
      Vanguard or need a Tender Offer Instruction Form for your shares in the
      Plan, call Vanguard Participant Services at 1-800-523-1188, Monday through
      Friday from 8:30 a.m. to 9 p.m., Eastern time.

      If you would like to make investment changes, log on to WWW.VANGUARD.COM,
      or call Vanguard at 1-800-523-1188. The VOICE Network is available 24
      hours a day and Participant Services associates are available Monday
      through Friday from 8:30 a.m. to 9 p.m., Eastern time.

The Vanguard Group

For more information about any fund, including investment objectives, risks,
charges, and expenses, call The Vanguard Group at 1-800-523-1188 to obtain a
prospectus. The prospectus contains important information about the fund.
Consider and read the prospectus information carefully before you invest. You
can also download Vanguard fund prospectuses at www.vanguard.com.

The Vanguard Group, Vanguard, VOICE, and the ship logo are trademarks of The
Vanguard Group, Inc. All other marks are the exclusive property of their
respective owners.

(C) 2004 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor. 38034-1 062004

EX-99.A.1.M

                                                               Exhibit (a)(1)(M)


                           NOTICE TO PARTICIPANTS OF
              COX COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN

                                                         November 3, 2004

Dear Employee Stock Purchase Plan Participant:

                                THE TENDER OFFER

      As you may know, Cox Enterprises, Inc., through its wholly-owned
subsidiary Cox Holdings, Inc., ("CEI") and Cox Communications, Inc. ("CCI") have
announced a tender offer to acquire all outstanding shares of Class A common
stock of CCI not owned by Cox for cash at a price of $34.75 per share, upon the
terms and subject to the conditions explained in the enclosed Offer to Purchase
dated November 3, 2004 (such terms and conditions are the "Offer"). A copy of
the Solicitation/ Recommendation Statement on Schedule 14D-9 for CCI is also
enclosed which sets forth, among other things, the recommendation by the CCI
Board of Directors that CCI stockholders accept the Offer and tender their
shares. You are advised to read the Offer to Purchase and the related
Solicitation/Recommendation Statement included in these materials because they
contain important information.

                        YOUR PROMPT RESPONSE IS REQUESTED

      The Offer is being made for all outstanding CCI shares not owned by Cox,
including those CCI shares issued under the Cox Communications, Inc. Employee
Stock Purchase Plan (the "Plan"). As a participant in the Plan, you are
encouraged to provide directions to Wachovia Bank, N.A. ("Wachovia"), the
administrator of the Plan, either to tender, or not to tender, the CCI shares
acquired under the Plan and held in your Wachovia account. By instructing
Wachovia to "tender" your shares, you are instructing Wachovia to surrender your
CCI shares for cash in connection with the Offer. If you would like to tender
your CCI shares, you must provide your directions to Wachovia by promptly
completing and returning the enclosed Tender Offer Instruction Form. If you do
not send timely tender instructions, Wachovia will treat this as an instruction
NOT to tender.

       In order to direct Wachovia, YOU SHOULD COMPLETE, SIGN AND DATE THE
ENCLOSED INSTRUCTION FORM AND RETURN TO WACHOVIA, EITHER IN THE ENCLOSED
ENVELOPE OR BY FAX, SO THAT IT IS RECEIVED BY 5:00 P.M. EASTERN TIME, ON MONDAY,
NOVEMBER 29, 2004, THE PLAN DEADLINE. In the event that the expiration date for
the Offer (currently midnight Eastern time on December 2, 2004) is extended, the
Plan Deadline will automatically be extended to 5:00 p.m. three business days
prior to the new expiration date. IF YOUR TENDER INSTRUCTIONS ARE NOT RECEIVED
BY WACHOVIA BEFORE PLAN DEADLINE, WACHOVIA WILL NOT TENDER YOUR CCI SHARES.

      Wachovia is the holder of record of the CCI shares held in your Wachovia
account. A tender of your shares can only be made by Wachovia as the holder of
record (or by its nominee as holder of record) pursuant to your instructions as
communicated on the Instruction Form.

      Enclosed for your review are the following materials about the Offer:

            1.    the Offer to Purchase dated November 3, 2004, which contains
                  important details about the Offer;

            2.    the Solicitation/Recommendation Statement on Schedule 14D-9;

            3.    a Tender Offer Instruction Form; and

            4.    a reply envelope.

      The enclosed information relates only to shares of CCI acquired under the
Plan and held in your Wachovia account. If you own other CCI shares, you should
receive separate mailings relating to those shares.

      To instruct Wachovia, please promptly complete, sign and date the enclosed
Instruction Form and mail it to Wachovia in the enclosed reply
envelope or fax it to Wachovia's attention at (704) 590-7628. Whether you choose
to deliver your instructions by fax or by mail, YOUR INSTRUCTIONS OR CHANGES
THERETO, MUST BE RECEIVED AT WACHOVIA BY THE PLAN DEADLINE, WHICH IS 5:00 P.M.
EASTERN TIME ON MONDAY, NOVEMBER 29, 2004, THREE BUSINESS DAYS PRIOR TO THE
EXPIRATION DATE.

                            FOR ADDITIONAL QUESTIONS

      If you have any questions about the Offer, contact D.F. King & Co., Inc.,
the information agent for the Offer, toll-free at (800) 549-6697. Additionally,
all tender offer materials are available online at www.sec.gov. If you have
questions on how to provide tender instructions to Wachovia, please contact
Wachovia at (800) 829-8432. For questions regarding your Wachovia account,
including the number of shares held, please contact Wachovia at (888) 396-0853.

                          TENDER OFFER INSTRUCTION FORM

              COX COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN

               BEFORE COMPLETING THIS FORM, PLEASE CAREFULLY READ
                          THE ACCOMPANYING INFORMATION

      In response to the offer by Cox Enterprises, Inc., through its
wholly-owned subsidiary Cox Holdings, Inc., ("CEI") and Cox Communications, Inc.
("CCI") to acquire all outstanding shares of Class A common stock of CCI not
owned by Cox, subject to the terms and conditions of the enclosed Offer to
Purchase dated November 3, 2004 (such terms and conditions are the "Offer"), I
hereby instruct Wachovia Bank, N.A. to tender or not to tender the CCI shares
acquired under the Plan and held by Wachovia as follows:


                   (PLEASE CHECK ONE BOX BELOW AND COMPLETE):


______ YES. I DIRECT WACHOVIA TO TENDER ALL OF THE SHARES ACQUIRED UNDER THE
PLAN AND HELD BY WACHOVIA IN
RESPONSE TO THE OFFER.


______ NO. I DIRECT WACHOVIA NOT TO TENDER ANY OF THE SHARES ACQUIRED UNDER THE
PLAN AND HELD BY WACHOVIA IN RESPONSE TO THE OFFER.

INSTRUCTION FORMS NOT TIMELY RECEIVED BY WACHOVIA AND INSTRUCTION FORMS WITHOUT
   A BOX CHECKED ABOVE, OR WITH MORE THAN ONE ELECTION WILL BE TREATED AS AN
                       INSTRUCTION NOT TO TENDER SHARES.

 YOU MAY MAIL YOUR COMPLETED, SIGNED, AND DATED INSTRUCTION FORM TO WACHOVIA IN
        THE ENCLOSED REPLY ENVELOPE, OR FAX TO WACHOVIA'S ATTENTION AT
                                 (704) 590-7628

THIS FORM MUST BE RECEIVED AT WACHOVIA BY 5:00 P.M. EASTERN TIME ON NOVEMBER 29,
    2004 (UNLESS THE OFFER IS EXTENDED) OR YOUR SHARES WILL NOT BE TENDERED.

                                             ___________________________________
                                             Signature

                                             ___________________________________
                                             Please Print Name

                                             ___________________________________
                                             Date

                                             ___________________________________
                                             Daytime Phone Number

EX-99.A.1.N

EX-(A)(1)(N)

EX-99.A.5.A

                                                                EXHIBIT (a)(5)A)


                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                          IN AND FOR NEW CASTLE COUNTY

MARIA SMITH and MANSUKHLAL          )
PADALIA,                            )
      Plaintiffs,                   )
                                    )
          v.                        )            Civil Action No. 613-N
                                    )
COX COMMUNICATIONS, INC., COX       )
ENTERPRISES, INC., COX HOLDINGS,    )
INC., JAMES C. KENNEDY, BARBARA     )
COX ANTHONY, ANNE COX               )
CHAMBERS, G. DENNIS BERRY,          )
JANET M. CLARKE, ROBERT C.          )
O'LEARY, JAMES O. ROBBINS,          )
RODNEY W. SCHROCK and ANDREW        )
J. YOUNG,                           )
                                    )
      Defendants.                   )

                                AMENDED COMPLAINT

         This is an action for breach of fiduciary duty and to enjoin a going
private plan. Plaintiffs Maria Smith and Mansukhlal Padalia, bring this action
individually and as a class action on behalf of the holders of common stock of
Cox Communications, Inc. ("Cox Communications" or the "Company"), except
defendants and their affiliates, to remedy breaches of fiduciary duty by the
individual defendants and to enjoin a self dealing going-private plan in which
defendant Cox Enterprises, Inc. ("CEI") will buy out the Cox Communications
public shareholders through a coercive tender offer (the "Tender Offer") and a
squeeze-out, short form merger (the "Merger"). In the Tender Offer and Merger,
the Company's majority shareholders propose to purchase Cox Communications'
outstanding public shares, which defendants have admitted are undervalued, for
$32.00 per share,. As reported by Forbes.com on August 3, 2004, Bank of America
Securities



                                       1


analysts stated: "'We believe this is as clear a signal as one could ever hope
to get that [the Cox family] considers public market values too low.'"

         1. The entire fairness standard applies to all aspects of the planned
buyout by CEI. While defendants may claim that there is no duty to offer a fair
price in the Tender Offer and no obligation of fair dealing in the Merger they
contemplate, CEI and its affiliates plan to pursue the transactions through a
negotiated merger agreement. The Company has announced that a Special Committee
of "independent" directors will be formed to consider the offer from CEI.
Moreover, under Article IX of Cox Communications' certificate of incorporation,
approval of the transactions by Cox Communications' outside directors is
required because defendants intend to proceed without the 80% vote and majority
vote of disinterested stockholders mandated by that provision. Thus, the Tender
Offer and Merger require action by the Cox Communications board and, therefore,
are not unilateral transactions by Cox Communications' majority stockholders.

         2. Because Cox Communications's minority stockholders have a
contractual right under the certificate of incorporation to a vote on the
going-private plan, any attempt by the defendants to evade or eliminate that
right will violate the contractual rights of the stockholders. Moreover, there
is no compelling justification for disenfranchising the minority stockholders in
order to further the coercive transactions at an unfair price.

                                     PARTIES

         3. Plaintiff Maria Smith is a holder of 250 shares of common stock of
defendant Cox Communications.

         4. Plaintiff Mansukhlal Padalia is a holder of 4,500 shares of common
stock of defendant Cox Communications.

                                       2


         5. Defendant Cox Communications is a corporation duly existing and
organized under the laws of the State of Delaware, with its principal executive
offices at 1400 Lake Hearn Drive, Atlanta, Georgia. Offering a broad range of
telecommunication products, the Company is the nation's third largest provider
of cable television service, with approximately 6.3 million basic cable
subscribers. The Company also offers a broad range of other telecommunications
services, including digital video service under the Cox Digital Cable brand,
local and long distance telephone service under the Cox Digital Telephone brand,
broadband internet service under the Cox High Speed Internet brand, and
commercial voice and data services under its Cox Business Services unit. Cox
Communications is the successor to the media concern formed in the late 19th
century by James M. Cox. Members of the Cox family still control the Company
through defendant CEI. Cox Communications is listed and traded on the New York
Stock Exchange ("NYSE") under the symbol "COX."

         6. Defendant CEI is a privately held corporation duly existing and
organized under the laws of the State of Delaware, with business offices at 6205
Peachtree Dunwoody Road, Atlanta, Georgia. Defendant Cox Holdings, Inc. is a
wholly-owned subsidiary of CEI. CEI owns approximately a 62% equity interest in
Cox Communications, with a 73% voting interest. Most of that ownership interest
is held through Cox Holdings.

         7. Defendant James C. Kennedy ("Kennedy") is the Chairman of the Board
of defendant Cox Communications, a position he has held since May 1994. Since
January 1988, Kennedy has also served as the Chairman of the Board and Chief
Executive Officer of defendant CEI. Kennedy is the grandson of Company founder
James Cox, the son of defendant Barbara Cox Anthony and the nephew of defendant
Anne Cox Chambers. Kennedy is Chair of the




                                       3


Company's Executive Committee, and a member of the Community Relations
Committee. He serves on the PATH Foundation board with defendant Young. Indeed,
Kennedy and his wife were named "Philanthropists of the Year" for their work
with the Foundation.

         8. Defendants Barbara Cox Anthony and Anne Cox Chambers (the "Cox
Sisters"), who rank 23rd on Forbes magazine's list of the world's richest people
with a net worth of $11.2 billion each, beneficially own 98.9% of CEI's common
stock. As a 13D Amendment filed with the Securities and Exchange Commission
("SEC") on August 1, 2004, confirms, the Cox Sisters, both of whom are CEI board
members and vice presidents and are active in the management of CEI, share
ultimate control of Cox Communications and, by virtue of their CEI holdings,
beneficially own approximately 62.2% of the outstanding shares of Cox
Communications' Class A Common Stock.

         9. Defendant G. Dennis Berry ("Berry") has been a member of the Cox
Communications board of directors since October 2000. Berry is a member of the
Company's Executive Committee. At all relevant times hereto, Berry has also been
the President, Chief Operating Officer, and a director of defendant CEI, and has
also been a director of Cox Radio, Inc., a majority-owned subsidiary of CEI. He
is also President of Cox Holdings.

         10. Defendant Robert C. O'Leary ("O'Leary") has been a director of Cox
Communications since May 1999. O'Leary is, and at all times relevant hereto has
been Executive Vice President, Chief Financial Officer, and a director of CEI.
He is also President of Cox DNS, Inc., a wholly-owned subsidiary of CEI.

         11. Defendant James O. Robbins ("Robbins") is, and at all times
relevant hereto has been President, Chief Executive Officer and a director of
defendant Cox Communications. In



                                       4


2003, Cox Communications paid Robbins $1.2 million in base salary, a bonus of
$1,680,000, 298,210 options on Cox Communications Class A common stock and
85,980 shares of restricted stock. Robbins is closely aligned with the Cox
family, having served as President of Cox Communications during the ten-year
period when it was a wholly owned subsidiary of CEI, and in the years since it
became a public entity. Robbins is a member of the Company's Executive and
Community Relations Committees.

         12. Defendant Rodney W. Schrock ("Schrock") is, and at all times
relevant hereto has been a director of the Company. Schrock is Chair of the
Company's Compensation Committee, and is a member of the Audit Committee.

         13. Defendant Andrew J. Young ("Young") is, and at all times relevant
hereto has been a director of the Company. Young is Chair of the Company's
Community Relations Committee, and is a member of the Compensation and Audit
Committees. Along with defendant Kennedy, Young is on the board of the PATH
Foundation. Young and Cox Communications are co-sponsors of the Georgia Trust
organization that preserves historic buildings. He is also affiliated with a
number of other non-profit organizations which depend on charitable
contributions. Young has received the humanitarian award from the National
Conference for Community and Justice. Cox Charities and Cox Communications are
"donors for diversity" to that organization. Young is the former Mayor of
Atlanta, Georgia, and a former ambassador to the United Nations, and a former
member of the House of Representatives.

         13. Defendant Janet M. Clarke ("Clarke") is, and at all times relevant
hereto has been a director of the Company. Clarke is Chair of the Company's
Audit Committee, and a member of the Executive and Compensation Committees.
Clarke is the former Managing Director of


                                       5


Citibank's Global Database Marketing.

                    COX COMMUNICATIONS IS CONTROLLED BY CEI

         14. Cox Communications is tightly controlled by the Cox family, through
its majority ownership of CEI, through the presence of family member James
Kennedy as chairman of the Cox Communications board, and the affiliations with
CEI of a majority of the Cox Communications directors. The Company has not
always been publicly traded, although it did start out as a public company. Cox
Communications was formed in 1977 as a result of the merger of Cox Cable and Cox
Broadcasting, and remained a publicly traded entity for eight years until 1985,
when the Cox family caused Cox Communications to be merged into the privately
owned CEI. Ten years later in 1995, under Kennedy's guidance, the Company again
went public when it was spun-off from CEI following that company's acquisition
of Times Mirror Corp.'s cable assets. Now, nine years later, the Cox family
wants to expel the public from the Company again.

         15. Since it went public again in 1995, Cox Communications has been a
strong investment for its public shareholders. The Company has expanded the
number of cable TV subscribers by swapping systems with other providers and
through corporate acquisitions. Cox Communications has also expanded its
broadband Internet and telephone offerings. In the last nine years, the Company
has more than doubled its customer base, and has seen a many-fold increase in
its profitability and market capitalization.

         16. Although a public company, Cox Communications is dominated by the
Cox family and their private enterprise, CEI. The majority of the stock in CEI
is held in a series of Cox family trusts which are controlled by the Cox
Sisters. Together, they are the beneficial



                                       6


owners of 598,135,587 of CEI's 604,575,505 shares, giving them the control over
that company's 72% voting interest in Cox Communications. They further control
the Company by having defendant Anthony's son (and defendant Chambers' nephew),
James Kennedy, serve as the chairman of the Cox Communications board. Neither
sister has been reserved in expressing her preference that their businesses be
privately held. In an April 14, 2002 New York Times article reprinted on the CEI
website(1), Barbara Cox Anthony is quoted as stating: "We have always tried to
keep as much of the company private as we could, and we will do that as long as
we can." The article similarly quotes Anne Cox Chambers as saying: "We really
prefer to keep it a private company."

         17. Based on CEI's majority ownership, Cox Communications has elected
to be a "controlled company" under NYSE standards so it does not have a majority
of independent directors or an independent nominating committee.

         THE TENDER OFFER AND MERGER TRANSACTION

         18. The Cox family, through CEI, announced its plan to eliminate the
public shareholders of Cox Communications on August 1, 2004. Defendant Kennedy,
CEI's Chairman and Chief Executive Officer, sent a letter to his fellow Cox
Communications board members outlining CEI's plan to buy-out the Company's
public shareholders for $32.00 per share. The letter represented that the
going-private plan is "fair to and in the best interest of Cox Communications
and its public shareholders." To justify the offer, Kennedy stated: "An
increasingly competitive environment convinces us that future investments in the
cable industry are best made through a private structure." Thus, CEI has
threatened that Cox Communications will be unable to compete in the cable
industry if it remains a public company.

- --------
(1)  http://www.coxenterprises.com/corp/PDF/NYTimes_April2002.pdf.


                                       7


         19. CEI's August 1, 2004, letter also states that Citigroup Global
Markets and Lehman Brothers have issued commitments to finance the transaction.
CEI's accompanying press release indicated that only $7.9 billion (i.e., the
amount representing $32 per share for the minority shares) of the $10 billion
financing commitment was for the financing of the Tender Offer and Merger.

         20. CEI's move to eliminate Cox Communications' public shareholders
caps its long-term plan to take advantage of those shareholders to the greatest
extent possible, before they are discarded. Over the last two years, the
defendants have caused Cox Communications to engage in a controversial strategy
whereby it spent $3.5 billion to upgrade and rebuild its technical systems. The
substantial infrastructure investments have been criticized by industry watchers
such as Wachovia Securities Inc. analyst Jeff Wlodarczak as being unnecessary.
(Bloomberg, Cox's Majority Owner Proposes $7.9 Billion Buyout, August 2, 2004).
However, these expenditures furthered the CEI defendants' going-private scheme
in that they bolstered the long-term value of the Company, but lowered the
near-term share price, thereby allowing CEI and the Cox family to claim that the
buy-out of Cox Communications' public shareholders at a bargain price would
represent a "premium." As a result of the billions of dollars Cox Communications
has poured into upgrading its cable systems, its need for new capital will he
greatly decreased. Thus, in 2005 and beyond, the CEI defendants will enjoy the
increased cash flow generated by Cox Communications' past capital expenditures
that were funded at the expense of the public stockholders.

         21. According to an August 2, 2004, Credit Suisse First Boston report:

             CEI's Rationale: We believe CEI is taking advantage of current
             negative sentiment at a time when concerns over increasing




                                       8


                  competition have weighed on the stock and investors are
                  increasingly demanding cash dividends. Buying now allows CE1
                  to (1) Take out the public interest at an attractive price
                  (and notably before Cox has earned a sufficient return on the
                  plant investment funded by public SHs since its 1995 IPO), (2)
                  Recapitalize Cox in a manner that will generate more
                  attractive (leveraged) returns on CFI's investment and (3)
                  Give CEI unrestricted, tax-efficient access to Cox's FCF,
                  which it is just starting to generate and would have otherwise
                  had to share with public Shareholders.

         22. Analysts agree that the $32.00 offering price severely undervalues
Cox Communications. In his report dated August 2, 2004, Matthew J. Harrigan for
Janco Partners, Inc. stated that "$32 is more like a take-under" and that
"[m]arket myopia on cable valuations and geopolitical uncertainties have simply
afforded a sophisticated buyer with intimate knowledge of the company to acquire
the company at a very attractive price." Mr. Harrigan stated his view that the
market would support "a price approaching $44. . . ."

         23. In its report dated August 2, 2004, Friedman Billings Ramsey stated
that they believe the bid from CEI undervalues the Company and that they
"continue to believe that shares are worth $38." Friedman Billings Ramsey stated
their belief that "Cox is much better positioned than its peers given the
company's (1) strong free cash flow generation, (2) lower debt leverage, (3)
strong customer service/brand awareness, (4) voice rollout success and
know-how."

         24. Likewise, in its report dated August 2, 2004, A.G. Edwards & Sons,
Inc. cited the fact that CEI "has been despondent over the company's stock
price, in the face of attractive double-digit revenue and cash flow growth over
the past several years." A.G. Edward iterated that "the current bid's valuation
is relatively low versus the company's cash flow prospects and past private
market transactions, even after adjusting for the minority interest."

         25. On August 2, 2004, Sturdivant & Co. downgraded Cox Communications
stock


                                       9


from outperform to market perform, since the stock was already trading at $33.50
in the market, above the bid from CEI. Sturdivant stated that the bid from CEI
"translates into 9.4x F04 EBITDA or 7.8x the F05 number - still a discount to
historical trading multiples, which typically ranged from 10-13x, despite the
fact that the bid is 16% above Friday's close. We believe it would be fairly
easy to justify up to a 9x multiple on 2005, implying a potential of up to
$37.50."

         26. Bear Stearns, in a report published by Raymond Lee Katz and Bryan
Goldberg dated August 2, 2004, revealed that "at the end of the day, we do not
believe $32 is enough for COX." The analysts added:

                  If CEI is willing to pay $32 for a non-control piece of
                  equity, they must consider COX's total equity to be worth
                  materially more than that, in our view. The $32 bid puts COX's
                  valuation right around where it was just before the Comcast
                  February bid for Disney drove down the cable group's
                  valuation. Since the board presumably considered COX's
                  February valuation to be too low (we believe the board
                  considered COX to be undervalued for much longer than that),
                  we believe buying out the public on what amounts to a trailing
                  valuation would be a bargain, from CEI's point of view.

         27. The CEI defendants' eagerness to exploit Cox Communications' public
stockholders is demonstrated by their willingness to take on up to $10 billion
in debt in order to finance the acquisition of the shares of the Cox
Communications minority. CEI has historically been very conservative in taking
on debt. The willingness to take on substantial leverage to acquire the minority
interest in Cox Communications demonstrates that the CEI defendants believe that
the current public market values for cable assets are too low and that Cox
Communications' future cash flows will be more than enough to service the debt
CEI will incur to effect the acquisition.

         28. Cox Communications and the minority stockholders have already
suffered harm


                                       10


as a result of the announcement of the going-private plan. Cox Communications'
ability to pursue potentially lucrative corporate opportunities, such as the
purchase of cable assets of Adelphia Communications, has been lost. Cox
Communications has been identified consistently as a top contender to purchase
all or part of Adelphia's operations, which will reportedly be auctioned
beginning in September 2004. However, in order to finance the Tender Offer and
Merger, CEI plans to borrow heavily on both the assets of CEI and the assets of
Cox Communications. Indeed, Cox Communications is to be a co-borrower of the
going-private financing. As a result of CEI's leveraged buy-out announcement,
debt rating agencies have already placed Cox Communications' debt on review for
possible downgrade and Cox Communications' bonds have declined. Because of the
large amount of capital that CEI proposes to devote to the going-private plan,
Cox Communications will not be in a position to compete for Adelphia's assets.
As a result, Cox Communications' public shareholders will be denied the value
that the Adelphia acquisition could provide.

         29. The Tender Offer and Merger were timed to catch Cox Communications'
minority shareholders at their most vulnerable point. The cable sector has been
beaten down, particularly in the first seven months of 2004. Cable stocks are
near their all-time lows compared to enterprise values based on EBITDA multiples
and relative to Standard & Poor's Industrials. Cox Communications' share price
has declined by approximately 20% since the beginning of 2004. When the
going-private plan was announced, the price of Cox Communications shares was
still near its 52-week low point of $27.17, which was established only three
weeks earlier on July 6. In contrast, on January 16, 2004, Cox Communications
shares closed at $36.73, and within the 90 days preceding the CEI announcement,
the stock has traded above the $32.00 Tender Offer price.

                                       11


         30. Defendants knew that they could further capitalize on the fact that
Cox Communications' mixed second-quarter results announced on Thursday, July 29,
2004, would result in an immediate, short-term decrease in the Company's share
price. The earnings numbers were largely favorable, with revenue up 12% over the
same period the year before. Operating cash flow totaled $616 million, ahead of
some analysts' projections. However, as defendants well knew, the earnings
results also contained several numbers that would temporarily dampen Cox
Communications' share price. Cox Communications' earnings for the quarter
declined a notable 47% from the period a year earlier, from $117.7 million in
the second quarter of 2003, to $62.7 million, due to a predictable drop in the
profit earned on the sale of Sprint stock, as compared to the substantially
higher profits realized on the sale of similar stock a year earlier.

         31. The more serious impact on Cox Communications' near-term share
price came from the Company's announcement that during the quarter, 54,000 basic
cable subscribers had dropped their service, and an additional 53,000 customers
were lost from the sale of some of Cox Communications' cable assets. Defendants
were aware that many analysts have recently blamed a slump in cable company
share prices on investor fears that declining subscriber rates will lead to
price wars between service providers who are desperate to retain customers. As a
result, defendants knew that despite Cox Communications' generally profitable
recent performance, the combination of the 47% decrease in earnings and decline
in cable subscriber rates would temporarily drive Cox Communications' share
price down, making now the perfect time to launch a coercive buy-out of the
minority at the lowest possible price.

         32. Defendants' plan worked. The disappointing subscriber and earnings
numbers information released on Thursday, July 29, 2004, led to a decline in Cox
Communications' share




                                       12


price. On Friday, July 30, 2004, Cox Communications' share price closed at
$27.58, $0.40 lower than the share price on Wednesday, July 28, 2004, the last
full trading day before the announcement, and just $0.41 cents above Cox
Communications' 52-week low.

         THE CITIGROUP/LEHMAN COMMITMENT LETTER

         33. The August 1, 2004 commitment letter of Citigroup and Lehman (the
"Commitment Letter") provides financing only for an acquisition of the Cox
Communications minority shares at "$32 per share," which is defined as the
"Merger Consideration." The Commitment Letter reveals that CEI contemplates that
Cox Holdings, Inc., a wholly-owned subsidiary of CEI, and Cox Communications
will "commence a joint public tender offer" to acquire the minority shares "for
a purchase price equal to the Merger Consideration." Thus, under the Commitment
Letter, CEI is only permitted to pay $32 per share, and Cox Communications
itself would participate in making the Tender Offer.

         34. The Commitment Letter also provides that "following waiver or
satisfaction" of the conditions of the Tender Offer:


                  ...the Minority Shares tendered in the Tender Offer would
                  be allocated to, and accepted for purchase and paid for
                  by, Cox Holdings and Cox Communications generally in
                  proportion to the financing available under the
                  Facilities described below, except that if sufficient
                  Minority Shares are tendered in the Tender Offer to
                  permit Merger Sub to complete a "short-form" merger, then
                  all of the Minority Shares tendered in the Tender Offer
                  would be allocated to, and accepted for purchase and paid
                  for by, Cox Holdings. In the event that sufficient
                  Minority Shares are not tendered in the Tender Offer to
                  permit Merger Sub to complete a "short-form" merger,
                  whether or not any Minority Shares are purchased by Cox
                  Holdings or Cox Communications in the Tender Offer, Cox
                  Holdings and Cox Communications may file a proxy or
                  information statement with the Securities and Exchange
                  Commission (the "SEC") to solicit votes from Cox
                  Communications' holders to approve the Merger.

                                       13

The Commitment Letter contemplates that the $10 billion in financing "would be
allocated as separate credit facilities" to CEI and Cox Communications. Thus,
Cox Communications would be (i) a co-borrower on the financing for CEI's
acquisition of the minority shares, (ii) a co-offeror for those shares and (iii)
a possible co-purchaser of tendered Cox Communications shares.

         35. The Commitment Letter reflects that if sufficient minority shares
are not tendered to permit a short-form merger (i.e., if CEI does not reach 90%
ownership), Cox Holdings and Cox Communications "may file proxy materials to
solicit approval of the Merger by the Cox Communications stockholders." Thus,
there is no requirement that the Tender Offer result in 90% ownership or even
that a majority of the minority shares be tendered.

         THE $32 PRICE IS UNFAIR

         36. CEI has represented to the Cox Communications board that its $32
per-share offer is fair to Cox Communications and its public shareholders. This
representation is not only untrue; it is based on a rationale that is unsound as
a matter of Delaware law. CEI's August 1, 2004 letter to the Cox Communications
board, which is signed by defendant Kennedy, the Chairman of Cox Communications'
board, states:

                  We believe that our offer is fair to and in the best
                  interest of Cox Communications and its public
                  shareholders. Although this transaction does not
                  represent a change of control, this offer price
                  represents a 16% premium over Friday's closing price and
                  a 14% premium to the average trading price of the Class A
                  common stock for the last ten days.

This letter based its assertion of fairness on the false proposition that
because CEI already controls Cox Communications, no premium above the market
price of Cox Communications


                                       14


stock is required since the transaction will not cause a change of control. CEI
told the Cox Communications board that the offer is fair because the $32 price
was above the recent trading prices of Cox Communications' stock and, therefore,
includes a premium. A fair price cannot be based on a purported "premium" over a
depressed market price.


         37. Moreover, the "premium" CEI claimed its $32.00 per-share buy-out
reflects is illusory. In CEI's August 2, 2004 press release which was attached
to the Schedule TO that CEI filed with the SEC, defendant Kennedy makes the
misleadingly inaccurate and misleadingly incomplete assertion that CEI's offer
"would give Cox Communications shareholders a meaningful premium to recent
trading values." The $32.00 is only 8.3% above the average price of Cox
Communications stock in the last 90 days. The average market price of Cox
Communications' stock during the year prior to the announcement of CEI's offer
was $32.24, a price above the planned going-private price. Thus, even the
discounted minority price reflected by the market has consistently exceeded $32
per share. On August 2, 2004, the day the plan to go private was announced, Cox
Communications' stock closed at $33.16 per share, or $1.16 per share above the
$32 offer price. Thus, while CEI may tout the offer as a premium to a depressed
market price that reflects a minority discount, the market has concluded that
$32 represents a substantial discount to the fair value of the Cox
Communications stock. Indeed, based on the closing price of Cox Communications
stock on August 2, 2004, the offer represented not a premium, but a 3.5%
discount to the market price of Cox Communications' stock.

         38. In pursuing a lowball going-private deal, CEI seeks to take
advantage of historically low valuations in the cable sector. The $32 price is
well below the value of Cox Communications' assets in the private market and
does not come close to the fair value of Cox

                                       15



Communications' shares. CEI's going-private price values Cox Communications at
only about $3500 to $3700 per subscriber, when comparable sale transactions have
occurred at values of $4,500 per subscriber or more. Cox Communications has some
of the highest quality cable systems in the industry, if not the highest. In the
"Frequently Asked Questions for Cox Communications, Inc. Employees" that is an
exhibit to CEI's Schedule TO filed with the SEC on August 2, 2004, CEI states it
wants to acquire 100% ownership of Cox Communications because "there is no
better-run cable company out there." Yet CEI intends to pay a lower
per-subscriber price for the best-run cable company.

         39. Cox Communications' recent financial performance foreshadows the
strong performance defendants project for 2005 and beyond. Cox Communications'
results for the quarter ended June 30, 2004, reflected continued improvement in
profitability which resulted in strong revenue growth of 12%, operating income
growth of 22%, operating cash flow growth of 16% and the sixth consecutive
quarter of year-over-year operating cash flow margin improvement. Cox
Communications realized a record high sell-in of digital video, high-speed
Internet and digital telephone to new basic customers and a record high sell-in
of its bundled offering in its telephone markets. Cox Communications was on
target to meet its stated 2004 financial guidance. Following Cox Communications'
July 29 earnings announcement, analysts projected target prices for Cox
Communications' stock well above $32 within the next 12 months, with some
projecting prices of $37 or even $41. The real payoff the defendants see is in
2005 and beyond -- after CEI rids itself of Cox Communications' minority
stockholders.

         40. CEI and the Cox family now seek to buy-out the public shareholders
of Cox Communications for only $32 per share. However, on October 29, 2002, CEI
sold 8.1 million



                                       16



Cox Communications shares to Cascade Investments LLC, the personal investment
company of Microsoft Corp. chairman Bill Gates, and 5.4 million Cox
Communications shares to the Bill and Melinda Gates Foundation for $508 million
or approximately $37.63 per share. CEI used proceeds from the sale to pay down
its debt. Now it seeks to use debt co-borrowed by Cox Communications to buy up
Cox Communications shares for $5.63 less than the price it received in its sale
of Cox Communications shares.

    COX COMMUNICATIONS' CREATION OF A SPECIAL COMMITTEE TO APPROVE THE OFFER

         41. Defendants' inequitable plan includes the cosmetic creation of a
special committee of the Cox Communications board to rubberstamp CEI's
acquisition of the minority interest. CEI's August 2, 2004 press release states
that "CEI expects the Board of Directors of Cox Communications to form a special
committee." Of course, since a majority of the Cox Communications board is
affiliated with CEI, there is no doubt the board will do what CEI expects of it.
Indeed, CEI's August 1, 2004 letter to the Cox Communications Board states that
CEI's representatives on the Cox Communications board will vote to create the
committee and that CEI will initiate the Tender Offer "[f]ollowing the
successful conclusion of our discussions with the special committee and
execution of a merger agreement." Further illustrating that approval of CEI's
offer is a fait accompli, CEI said in its Schedule TO that it intends to file
and mail tender offer materials "following approval of CEI's offer and a merger
agreement by the special committee." A CEI spokesman refused to say whether CEI
would consider increasing the $32 per-share price, stating instead that "we
believe we can reach an agreement with the special committee." Thus, CEI has no
doubt that the committee designated by CEI's affiliates on the Cox
Communications board will approve its offer


                                       17



         COX COMMUNICATIONS' CERTIFICATE OF INCORPORATION
         PROVIDES A CONTRACTUAL RIGHT OF THE MINORITY TO A VOTE

         42. Article IX of Cox Communications' Certificate of Incorporation
provides:

         Vote Required for Certain Business Combinations. Except as
         otherwise expressly provided in paragraph B of Article IX, in
         addition to any affirmative vote required by law or any other
         provision of this Certificate of Incorporation, and in addition to
         any voting rights granted to or held by holders of Preferred
         Stock, the approval or authorization of any Business Combination
         shall require (I) the affirmative vote of the holders of not less
         than eighty percent (80%) of the Voting Stock (the "80% Voting
         Requirement") and (2) the affirmative vote of the holders of a
         majority of the Voting Stock of the Disinterested Shares.

         43. As the Commitment Letter recognizes, the Tender Offer and Merger
are subject to the Business Combination provisions of Article IX. The Tender
Offer is a Business Combination as defined in Article II, D(d) of Cox
Communications' certificate of incorporation. The Merger is a Business
Combination under subparagraph (a) of the same provision. Because CEI owns more
than 5% of Cox Communications' stock, it is a Related Person as defined in
Section I of Article II of Cox Communications' certificate. "Related Person"
includes any member of a group and, therefore, includes all participants in
CEI's 3 D group(2). The definition of Related Person also includes Affiliates
and Associates. Accordingly, defendants Kennedy, Berry, O'Leary and Robbins, as
well as all other CEI affiliates and associates, constitute Related Persons.

         44. Under Article IX, a Business Combination with a Related Person
requires approval by an 80% vote of Cox Communications' stockholders and by a
majority of Voting Stock of the Disinterested Shares, which is defined in
Article II E as meaning shares held by stockholders other than the Related
Person. CEI's August 1 offer letter and August 2, 2004 press

                                       18



release indicate CEI and the other defendants have no intention of seeking the
votes required by Article IX A of Cox Communications' certificate of
incorporation. Indeed, CEI's offer letter and press release make no mention of
the voting requirements imposed by Article IX. Instead, defendants' misleadingly
incomplete public statements in the press release were intended to convince many
Cox Communications stockholders that CEI would inevitably acquire 100% ownership
of Cox Communications, so the stockholders might as well sell out to
arbitrageurs who will then be happy to tender into the Tender Offer.

         45. As the Commitment Letter reveals, CEI expects that the independent
directors of Cox Communications will approve the Tender Offer and Merger as an
exception to the Business Combination provision of the Cox Communications
Certificate, thereby eliminating the right of the Cox Communications
stockholders to an 80% vote of all outstanding voting shares and a majority vote
of all shares held by disinterested stockholders for approval of the
transactions. Section B 1 of Article IX provides that the requirements of
Section A will not apply "if the Business Combination shall have been approved
by a majority of all Independent Directors." Article II H defines Independent
Directors as "any member of the Board who is unaffiliated with and is not the
Related Person." Given that Section B 2 would still require the vote of a
majority of all Disinterested Shares to dispense with the 80% vote requirement,
it is apparent that defendants intend to rely on Section B 1 as the basis for
depriving the Cox Communications stockholders of their right to vote under
Section A. However, as discussed below, it would be a blatant violation and
breach of fiduciary duty for the defendants to disenfranchise the stockholders
by attempting to circumvent their voting rights under Article IX.

- -----------------------
(2)  That group includes CEI, Cox Holdings, Cox DNS, Inc., defendant Anthony and
     defendant Chambers.


                                       19


CLASS ACTION ALLEGATIONS

         46. Plaintiffs bring this action on their own behalf and as a class
action pursuant to Chancery Court Rule 23 on behalf of all public holders of
shares of Cox common stock on August 2, 2004, excluding the defendants named
herein and their affiliates and associates (the "Class").

                  a. The Class is so numerous that joinder of all members is
impracticable. There are thousands of stockholders in the Class, who reside in
many states.

                  b. There are questions of law and fact that are common to the
Class and that predominate over questions affecting any individual Class
members. The common questions include whether the individual defendants have
breached their fiduciary duties to the members of the Class.

                  c. Plaintiffs' claims are typical of claims of other members
of the Class. Plaintiffs have the same interests as other members of the Class.
Plaintiffs are committed to prosecuting this action. Plaintiffs have retained
competent counsel experienced in litigation of this nature. Accordingly,
plaintiffs are adequate representatives of the Class and will fairly and
adequately protect the interests of the Class.

                  d. Plaintiffs do not anticipate that there will be any
difficulty in the management of this litigation.

         47. The prosecution of separate actions by individual members of the
Class would create the risk of inconsistent or varying adjudications with
respect to individual members of the Class which would establish incompatible
standards of conduct for defendants, or adjudications with respect to individual
members of the Class which would as a practical matter be dispositive of the
interests of the other members not parties to the adjudications or substantially
impair or impede their ability to protect their interests.

         48. Defendants have acted, or refused to act, on grounds generally
applicable to, and causing injury to, the Class and, therefore, preliminary and
final injunctive relief on behalf of the Class as a whole is appropriate.


                                       20


COUNT I
BREACH OF DUTY OF LOYALTY AND ENTIRE FAIRNESS
(THE CEI DEFENDANTS)

         49. Plaintiffs reallege the previous paragraphs as if fully set forth
herein.

50. As controlling stockholders and affiliates and associates thereof, the CEI
defendants owe a duty of undivided loyalty to the Cox Communications minority
stockholders. Under the circumstances here, the CEI defendants also owe an
obligation of entire fairness with respect to the Tender Offer and Merger. These
transactions are not merely a voluntary tender offer unilaterally made by CEI
and a short-form merger unilaterally effected by CEI. To the contrary, the
transactions contemplate a joint tender offer and a joint purchase of shares by
Cox Holdings and Cox Communications. The transactions also entail Cox
Communications borrowing on a separate credit facility that will be part of
CEI's financing for the transactions. As the Commitment Letter and August 1,
2004, letter to the Cox Communications board indicate, it is also expected that
Cox Communications will be a party to a merger agreement pursuant to which the
transactions will be effected. CEI's August 1, 2004 13D Amendment states that
CEI expects to enter into "an Agreement and Plan of Merger (the "Acquisition
Agreement") with the Special Committee, whose approval of the proposed
Acquisition Agreement would be a prerequisite to CEI proceeding with the
transaction." According to the Commitment Letter, the merger agreement is to be
approved by the Cox Communications board including the special committee of the
outside directors. Furthermore, the transactions must be approved by the
Independent Directors as an exception to the Business Combination provisions of
Article IX of Cox Communications' certificate. Because the going-private
transactions are to be based on a negotiated merger agreement involving a
controlling stockholder, the entire fairness test applies. Even more
importantly, the Tender Offer and Merger require action by Cox Communications'
board. Accordingly, the entire fairness standard is applicable.



                                       21

         51. The initiation and timing of the Tender Offer and Merger are a
breach of the CEI defendants' duty of loyalty and constitute unfair dealing. The
buy-out transaction was initiated and timed by CEI and its affiliates and
associates, including those CEI placed on the Cox Communications board. Their
going-private plan is timed to take advantage of a depressed market price for
Cox Communications' publicly held stock and historically low values in the cable
industry. As part of their manipulative scheme, through controversial
infrastructure investments totalling over $3.5 billion, defendants sought to
lower the market price of Cox Communications' publicly held stock, thereby
making it easier to acquire that stock at an unfair price. The transactions were
timed to take advantage of a depressed market and a low point in the cable
industry and to occur before anticipated positive developments, including
increased cash flow and reduced capital expenditures.

52. The CEI defendants' going-private plan was announced just as Cox
Communications was completing a controversial series of improvements to its
technical systems, at a cost of approximately $3.5 billion. Industry analysts
reported that these upgrades were not necessary to enable Cox Communications to
compete effectively with other telecommunications services providers. The CEI
defendants were aware that the large amounts of capital expended on the upgrades
would depress the company's share price, at least in the near term, thus
allowing CEI to repurchase the public's interest in Cox Communications at a
bargain price. They timed their going-private scheme so that CEI can keep for
itself all the improved cash flow Cox Communications will enjoy as a result of
the past capital expenditures and the reduced need for


                                       22


future capital expenditures. Thus, the Tender Offer and Merger are timed,
designed and intended to transfer value from the minority stockholders to Cox
Communications' controlling stockholders.

         53. In a further manipulation of the timing of the transactions, the
CEI defendants announced the Tender Offer and Merger on the second trading day
after Cox Communications released subscriber information that was calculated to
cause a short term decline in Cox Communications' share price. The CEI
defendants knew that the news that Cox Communications had lost a larger than
projected number of cable television subscribers in the quarter would
temporarily depress the Company's share price, and the CEI offer was timed to
take advantage of that share price decline, to the detriment of the public
shareholders.

         54. The CEI defendants also determined the structure of the
transactions. They plan to have Cox Holdings and Cox Communications make a joint
tender offer followed by a short-form merger. The CEI defendants structured the
transactions in this manner in order to assert that they owe no duty of fairness
on either end of the transaction. They will claim that there is no duty to pay a
fair price and no obligation of fair dealing.

         55. The structure of the transactions is inequitably coercive. The
Tender Offer does not contain a condition that a majority of the minority shares
must be tendered in the offer. While CEI's August 1, 2004 offer letter
represented to the Cox Communications board that the Tender Offer will be
conditioned on the tender of sufficient shares to give CEI 90% ownership of Cox
Communications, the CEI group's 13-D Amendment filed August 1, 2004 shows that
the condition will be illusory. Specifically, the 13-D states:

                  If the Offer results in CEI beneficially owning less than 90%
                  of the outstanding shares of Class A Common Stock, the
                  Acquisition Agreement would provide that CEI could either (i)
                  waive the 90% condition and purchase Shares tendered in the
                  Offer, and the Company would call a special meeting of
                  stockholders to vote on the Merger at which the Cox
                  Corporations would vote their Company shares in favor of the
                  Merger, and thereby approve the Merger pursuant to Section 251
                  of the DGCL, or (ii) not waive the 90% condition, and the
                  Company would call a special meeting of stockholders to vote
                  on the Merger at which the Cox Corporations would vote their
                  Company shares in favor of the Merger, and thereby approve the
                  Merger pursuant to Section 251 of the DGCL.


                                    23

         56. The 13-D further states that "CEI expressly reserves the right
to waive or not waive any unsatisfied condition in the offer or in the
Merger." The Commitment Letter also acknowledges that "the 90% minimum
condition in the Tender Offer may be waived by Cox Holdings and Cox
Communications." That letter recognizes that Cox Holdings will have the
option to determine "not to accept for purchase any shares tendered in the
Tender Offer."

         57. On information and belief, CEI, through the directors and
officers it placed in Cox Communications, has utilized Cox Communications'
cash flow projections and other non-public information in order to
determine that CEI can profit greatly by eliminating Cox Communications'
public stockholders at this time at a price of $32.00 per share.
Accordingly, the CEI defendants possess material facts that are not known
in the market. The CEI defendants have already sought to exploit this
information asymmetry by claiming the CEI offer represents a premium over
the market price of Cox Communications stock, when that market price
reflects a discounted value. Thus, Cox Communications' controlling
stockholder seeks to benefit from presenting a suspect measure of valuation
(i.e., the pre-offer market price) in an effort to justify the fairness of
an inadequate offer.

         58. The negotiation and board approval of the transactions will not
replicate arms-length negotiations between truly independent parties. The
special committee CEI intends to create in order to manufacture an acceptance of
its offer by Cox Communications will not provide any effective protection for
the Class.

                                    24

The Cox family's position as controlling stockholders and the level of control
that CEI exerts over the Cox Communications board, both through the CEI
affiliated directors who make up the board's majority, and the fact that CEI was
able to hand-pick the remaining directors through its overwhelming economic
interest in Cox Communications, makes it impossible for the special committee to
render an independent decision that protects the interests of the public
shareholders. CEI's access to confidential financial and other information of
Cox Communications, including Cox Communications' internal cash flow projections
and capital spending plans, also precludes effective arms-length negotiations
between CEI and its self-created board committee. The "independent directors"
that CEI foresees making up the committee, defendants Schrock, Clarke and Young,
are in no way independent of CEI's and the Cox family's influence. Each was
handpicked to serve on the Cox Communications board by CEI and its associates,
and each of them is elected yearly by CEI and may be replaced easily by CEI.
Additionally, the fact that a special committee will be created at the behest of
CEI necessarily taints the process. CEI's suggestion of the formation of a
special committee and its public statements regarding the committee' s approval
of CEI's offer indicate that it considered the result of the process to be a
foregone conclusion.

         59. The defendants plan to structure and package the going-private
transactions specifically to disenfranchise the Cox Communications minority
stockholders by depriving them of their right under Article IX of the Cox
Communications certificate to a separate vote on the transactions at a
stockholders' meeting with complete proxy materials. The Commitment Letter
recognized that the independent directors of Cox Communications must "have
approved the


                                       25


transactions as an exception to the Business Combination Provisions of Cox
Communications' Charter." Thus, the Cox Communications defendants intend to
cause the creation of a special committee for the specific purpose of avoiding a
stockholder vote under Article IX -- indeed, for the purpose of avoiding any
stockholder vote at all.

         60. As discussed above, the initial disclosure of the going-private
plan also reflects unfair dealing and a lack of candor. The CEI Defendants have
already caused materially misleading and incomplete information to be
disseminated to Cox Communications' public stockholders. CEI's statements
concerning a "meaningful" premium over recent trading prices, for example, are
materially misleading without further disclosures germane to the stockholders'
assessment of that premium. By misleadingly portraying the $32.00 price as a
premium and driving a substantial part of Cox Communications' stock into the
hands of arbitrageurs who will tender into the buy-out, the CEI defendants seek
to ensure that most stockholders will sell into the Tender Offer. Having chosen
to announce their buy-out plan publicly, the CEI defendants had an obligation to
be complete and accurate in the disclosures they chose to make, particularly
because Cox Communications stockholders must decide whether to retain their
shares in light of the planned buy-out or sell into the market.

         61. Defendants' scheme, and particularly their effort to run down Cox
Communications' stock price, financial results and prospects, was designed to
drive a substantial number of Cox Communications' stockholders to sell into the
market after the going private announcement raised the market price of Cox
Communications' stock. After the announcement of the buy-out, numerous
stockholders sold their shares based on misleading and incomplete disclosure
that suggested there was no point waiting for the inevitable freezeout. While
volume


                                       26


in the Company's stock averaged 2-3 million shares per day during July, more
than 50 million shares traded hands in the four days following announcement of
the Tender Offer and Merger. Arbitrageurs who purchased shares after the
announcement at prices below the Tender Offer price will be highly motivated to
tender their shares at a modest profit, regardless of the lack of fairness of
the Tender Offer price.

         62. The Tender Offer and Merger represent an opportunistic effort to
free CEI from future dealings with Cox Communications' minority stockholders at
a discount from the fair value of their shares. As discussed above, the $32 per
share offer price does not represent fair value. Indeed, the market has already
concluded that the fair value of Cox Communications stock substantially exceeds
$32 per share. The 16% premium CEI extols is meaningless. The purported premium
is based on manipulation and the depressed market price of Cox Communications
stock which reflects a minority discount based on CEI's 62% ownership and 73%
voting control of Cox Communications. Analysts estimate that the fair value of
Cox Communications' stock is well above $32 per share.

         63. Any appraisal remedy available in a second step short form merger
will be ineffective and unreasonably expensive for stockholders such as
plaintiffs. Given the relatively small number of shares to be cashed out in the
back-end merger and the fact that with the time value of money, waiting to be
cashed out at the low $32.00 share price will reduce the value of their shares
even further, stockholders will reasonably conclude that the cost, delay in
payment and other "baggage" of an appraisal proceeding makes it undesirable to
attempt to obtain fair value for their shares.

COUNT II

                                       27


BREACH OF DUTY OF CARE AND GOOD FAITH
(COX COMMUNICATIONS' OUTSIDE DIRECTORS)

         64. Plaintiffs reallege the previous paragraphs as if fully set forth
herein.

         65. Cox Communications has no separate nominating committee for the
selection of candidates for director. Instead, director nominations are
controlled by the Cox Communications Board. The majority of the members of the
Cox Communications board arc affiliated with CEI. Thus, the selection of Cox
Communications' outside directors is controlled by a CEI dominated board. Of
course, the election of those outside directors is controlled by the 73% voting
power that the Cox family exercises through CEI. Consequently, CEI's outside
directors are not truly independent as they are dependent on CEI for their
selection and election as Cox Communications directors. Moreover, defendant
Young is not independent because he is affiliated with non-profit organizations
who are beneficiaries or potential beneficiaries of the philanthropic
contributions of members of the Cox family and their companies, including Cox
Communications.

         66. As discussed above, CEI expects that the directors on the Cox
Communications board who are not CEI directors and officers will approve CEI's
$32 per-share Tender Offer and Merger. However, those directors cannot,
consistent with their fiduciary duties of care and good faith and their
obligations under Article IX of Cox Communications' certificate of
incorporation, approve those transactions. Those directors cannot approve the
Tender Offer, a transaction where the CEI defendants will contend there is no
obligation to pay a fair price to the minority shares tendered into that offer.
Nor can the directors approve a short-form merger where the CEI defendants will
claim there is no obligation of fair dealing and the Cox Communications


                                       28


stockholders' only opportunity to obtain fair value will be an ineffective and
expensive appraisal remedy. The "independent" directors cannot, consistent with
their fiduciary duties and Article IX, approve any Business Combination with CEI
which is not entirely fair to the Cox Communications minority stockholders.
Because, as detailed herein, the Tender Offer and Merger do not satisfy the
entire fairness standard, the non-CEI directors of Cox Communications may not
approve such transaction. Indeed, by pursuing transactions which arc not
entirely fair to the Cox Communications minority shareholders, the defendants
have already violated their fiduciary duties to those stockholders.

         67. Under Article IX of Cox Communications' certificate of
incorporation, the disinterested public stockholders of the Company have the
contractual right to vote, at a stockholders' meeting with the benefit of a full
proxy statement, on whether to approve the CEI defendants' going-private plan.
Any attempt by Cox Communications' directors to deprive them of that right will
directly affect the stockholder franchise.

         68. The attempt by the defendants to disenfranchise the minority
stockholders by circumventing their contractual voting right is a violation of
defendants' fiduciary duties. To warrant interference with the stockholders'
contractual voting right, there must, at least, be a compelling justification.
Given the inadequate price, unfair timing and structure and the other
deficiencies in the planned buy-out, no such compelling justification exists
here. There is no compelling justification to force the minority stockholders to
make a rushed decision with less disclosure in the face of a coercive Tender
Offer, rather than having them vote at a meeting with far greater disclosure on
a transaction that will be subject to the entire fairness standard. There is no
compelling justification to disenfranchise the minority stockholders to subject
them to a short-



                                       29


form merger in which the CEI defendants will claim there is no requirement of
fair dealing and where the only prospect for obtaining fair value is an
expensive and drawn-out appraisal proceeding. Few, if any, of the minority
stockholders would have a sufficient economic interest to justify the costs and
delay of such an appraisal, particularly when they will lose their Cox
Communications shares now but not receive any consideration for those shares
until the appraisal proceeding is completed years later. Accordingly, for Cox
Communications' outside directors to seek to deprive the minority stockholders
of their right to vote by purporting to exempt the transactions from Article IX
A would be inconsistent with those directors' duties of care and good faith.

         69. As to both counts, plaintiffs have no adequate remedy at law.

         WHEREFORE, plaintiffs, on their own behalf and on behalf of the Class,
pray that the Court provide relief, including:

                  A. Declaring this action to be a proper class action and
certifying plaintiffs as class representatives and plaintiffs' counsel as class
counsel;

                  B. Preliminary and permanently enjoining the defendants from
disenfranchising the Class and effectuating the planned Tender Offer and Merger;

                  C. Declaring that the individual defendants have breached
their fiduciary duty to plaintiffs and the Class;

                  D. Declaring the Tender Offer and Merger void and ordering
rescission if those transactions are consummated;

                  E. Requiring defendants to account for all shares, money and
other value improperly received from Cox Communications.


                                       30


                  F. Requiring disgorgement and imposing a constructive trust on
all property and profits defendants receive as a result of their wrongful
conduct.;

                  G. Awarding damages, including rescissory damages, in favor of
the plaintiffs and the Class against all defendants, jointly and severally,
together with interest thereon;

                  H. Awarding fees, expenses and costs to plaintiffs and
plaintiffs' counsel;

                  I. Granting such other and further relief as the Court deems
just and proper.


                                       31



Dated: August 9, 2004
                                      ROSENTHAL, MONHAIT, GROSS
                                        & GODDESS, P.A.


                                  By: /s/ Norman M. Monhait
                                      ------------------------------------------
                                      Norman M. Monhait (DSBA No. 1040)
                                      919 Market Street, Suite 1401
                                      P.O. Box 1070
                                      Wilmington, DE 19899
                                      (302) 656-4433
                                      Attorneys for Plaintiffs

Of Counsel:

SCHIFFRIN & BARROWAY, LLP
Marc A. Topaz
Patricia C. Weiser
Sandra G. Smith
Three Bala Plaza East, Suite 400
Bala Cynwyd, PA 19004



                                       32

EX-99.A.5.B

                                                               EXHIBIT (a)(5)(B)

                     IN THE SUPERIOR COURT OF FULTON COUNTY
                                STATE OF GEORGIA








- ----------------------------------------
LEONARD BRODY, On Behalf of Himself     X
and All Others Similarly Situated,      :   No. 2004 cv 89198
                                        :
                     Plaintiff,         :   CLASS ACTION
                                        :
         vs.                            :   VERIFIED SHAREHOLDER'S CLASS
                                        :   ACTION COMPLAINT FOR BREACH OF
COX COMMUNICATIONS, INC., JAMES C.      :   FIDUCIARY DUTY AND ABUSE OF
KENNEDY, G. DENNIS BERRY, JANET M.      :   CONTROL
CLARK, ROBERT C. O'LEARY, JAMES O.      :
ROBBINS, RODNEY W. SCHROCK,             :   DEMAND FOR JURY TRIAL
ANDREW J. YOUNG, and COX                :
ENTERPRISES, INC.,                      :
                                        :
                    Defendants.         :
                                        X
- ----------------------------------------


         Plaintiff alleges upon information and belief, except for paragraph 1
hereof, which is alleged upon personal knowledge, as follows:

         1. Plaintiff owns and, at all relevant times has been the owner of the
common stock of Cox Communications, Inc. ("Cox" or the "Company"). Plaintiff
brings this action individually, and as a class action on behalf of all other
shareholders of Cox common stock, except Defendants and any person, firm, trust,
corporation, or other entity related to or affiliated with any Defendant.

         2. Defendant Cox is a Delaware corporation and maintains its principal
offices at 1400 Lake Hearn Drive, N.E., Atlanta, Georgia 30319. Cox is an
indirect 63.4% majority-owned subsidiary of Defendant Cox Enterprises, Inc,
("Cox Enterprises"), and is a multi-service broadband communications company
serving approximately 6.6 million residential and commercial customers in the
United States. The Company has one operating segment, broadband communications,
and



                                       1


offers video and high-speed Internet access in almost all of its markets,
telephone service in a number of markets and advanced services in select
markets. Cox also derives revenues from the sale of advertising time on
satellite-delivered networks such as Discovery, MTV and CNN through its
advertising sales division, Cox Media. Cox has three classes of stock
outstanding: Class A Common Stock, of which there were over 593 million shares
issued and outstanding as of January 30, 2004; Class C Common Stock, of which
there were 27.5 million shares issued and outstanding as of January 30, 2004;
and Series A Convertible Preferred Stock, of which there were over 4.8 million
shares issued and outstanding as of January 30, 2004.

         3. Defendant James C. Kennedy ("Kennedy") is and has been at all times
relevant hereto Chairman of the Board of the Company. Kennedy also serves -
since 1998 - as Chairman and CEO of the Company's majority stockholder, Cox
Enterprises, and currently serves as Chairman of the Board of Cox Radio, Inc.
("Cox Radio") a wholly-owned subsidiary of Cox Enterprises. In addition, Kennedy
has previously served as President and COO of Cox Enterprises.

         4. Defendant G. Dennis Berry ("Berry") is and has been at all times
relevant hereto a member of the Boards of Cox, Cox Enterprises, and Cox Radio.
Since October 2000, Berry has served as President and CEO of Cox Enterprises,
and, from 1995 through 2000, served as President and CEO of Manheim Auctions,
Inc., a wholly-owned subsidiary of Cox Enterprises.

         5. Defendant Robert C. O'Leary ("O'Leary") is and has been at all times
relevant hereto has been a member of the Boards of Cox and Cox Enterprises, as
well as Executive Vice President and CFO of Cox Enterprises.

         6. Defendant James O. Robbins ("Robbins") is and has been at all times
relevant hereto has been a member of the Board of Cox, where he has held such
position since May 1994. Robbins has also served as President of Cox since
September 1985, and as President and Chief


                                       2


Executive Officer since May 1994. In addition, Robbins has served as Vice
President, Cox Cable New York City and as Senior Vice President, Operations of
Cox.

         7. Defendant Janet M. Clark ("Clark") is and has been at all times
relevant hereto has been a member of the Board of Cox.

         8. Defendant Rodney W. Schrock ("Schrock") is and has been at all times
relevant hereto has been a member of the Board of Cox.

         9. Defendant Andrew J. Young ("Young") is and has been at all times
relevant hereto has been a member of the Board of Cox. Young has previously
served as Mayor of Atlanta, Georgia, U.S. Ambassador to the United Nations under
President Jimmy Carter, and as a member of the U.S. House of Representatives.

         10. Defendant Cox Enterprises is the majority, dominating and
controlling shareholder of Cox, owning and/or beneficially controlling over 60%
of the outstanding common stock of Cox, and further, through its ownership of
100% of the Company's Class C Common Stock - which entitles the owner to 10
votes per share, controlling nearly 74% of the voting power of the Company. As
the dominating and controlling shareholder of Cox, Cox Enterprises owes the
minority shareholders of Cox (i.e., Plaintiff and the Class), the fiduciary
duties of good faith, loyalty, due care and fair dealing, which they have
breached and are breaching by the actions alleged herein.

         11. The individual defendants named above in Paragraphs 3-9 (the
"Individual Defendants"), as officers and/or directors of Company, owe the
highest fiduciary duties of good faith, loyalty, fair dealing, due care, and
candor to Plaintiff and the other members of the Class (as defined below).


                                       3


                             SUBSTANTIVE ALLEGATIONS


         12. On August 2, 2004, Cox issued a press release that informed the
public that it had received a proposal from Cox Enterprises pursuant to which
Cox Enterprises offered to purchase all of the outstanding stock of the Company
it does not already own for $32 per share in cash (the "Proposed Buyout").

         13. Notwithstanding the fiduciary obligations Cox Enterprises and the
Individual Defendants owe to the Cox minority shareholders, the Proposed Buyout
unquestionably represents a substantial discount to the minority shareholders,
and is completely unfair and inadequate.

         14. For instance, the Company's common stock has traded at the
following prices in recent weeks:




         Date                          Price (USS)
- -----------------------------------------------------------------
                                    
       05-26-04                           32.10
- -----------------------------------------------------------------
       05-06-04                           32.26
- -----------------------------------------------------------------
       05-05-04                           32.68
- -----------------------------------------------------------------
       05-04-04                           33.00
- -----------------------------------------------------------------
       05-03-04                           32.71
- -----------------------------------------------------------------
       04-30-04                           33.00
- -----------------------------------------------------------------
       04-19-04                           33.27
- -----------------------------------------------------------------
       03-03-04                           32.67
- -----------------------------------------------------------------
       01-28-04                           35.30
- -----------------------------------------------------------------
       01-22-04                           36.75
- -----------------------------------------------------------------


         15. Moreover, notwithstanding comments by Cox insiders to the contrary,
the Company has been achieving remarkable financial results recently, further
indication that the Company is worth substantially more than $32 per share.
Specifically, on July 29, 2004, Cox filed with the United States Securities and
Exchange Commission ("SEC") a Form 8-K (the




                                       4


"Form 8-K"), which announced, inter alia, the Company's financial results for
its fiscal quarterly period and six-months period ending June 30, 2004. The Form
8-K announced the following positive financial results for the Company:

              - Strong revenue growth of 12%;

              - Operating income growth of 27%;

              - Operating cash flow growth of 16%;

              - The Company's 6th consecutive quarter of year-over-year
         operating cash flow margin improvement;

              - Generated $478.6 million in cash flows provided by operating
         activities and $155.3 million in free cash flow; and

              - Reduced capital expenditures to $323.3 million for the quarter,
         down 4% from the second quarter of 2003;

         15. Commenting on the remarkable success Cox was having, Defendant
Robbins stated:


                  Cox's continued commitment to customer growth and
                  improving profitability resulted in strong revenue growth
                  of 12%, operating income growth of 27%, operating cash
                  flow growth of 16%.and the company's 6th consecutive
                  quarter of year-over-year operating cash flow margin
                  improvement[.]

                  This quarter we achieved record sell-in of digital video,
                  high-speed Internet and digital telephone to new basic
                  customers. Our year-over-year growth in customer
                  relationships and advanced-service RGUs is a testament to
                  strong consumer demand for quality customer care and the
                  overall value of our product offerings.

                  During the second quarter, sell-in of our bundled
                  offering .of video, telephone and high-speed Internet
                  service hit a record high of 21% in our telephone
                  markets. Customers further validated their satisfaction
                  with Cox digital telephone this quarter when Cox received
                  top honors in two L.D. Power and Associates telephone
                  satisfaction surveys.





                                     5


                  We're on track to deliver excellent operating
                  performance in 2004, including positive free cash flow
                  for the second consecutive year, as we successfully
                  continue to execute Cox's triple play bundle strategy.

         16. Accordingly, $32 does not represent the true value of the Company,
and is wholly unfair to the Company's minority shareholders.

         17. While Cox is intent on paying the lowest possible price to Class
members, the Individual Defendants are duty-bound to maximize shareholder value.
By even considering the Proposed Buyout, the Individual Defendants breached
their fiduciary duties of good faith, loyalty, fair dealing and due care to the
Company's minority public shareholders.

         18. Defendants have timed the Proposed Buyout to freeze out Cox's
minority shareholders in order to capture for themselves the Company's future
potential without paying an adequate or fair price to the Company's public
minority shareholders, and to place an artificial lid on the market price of Cox
stock so that the market would not reflect the Company's potential, thereby
purporting to justify an unreasonably low price. Indeed, as explained above, the
Company has been achieving tremendous financial success, which Cox Enterprises
and certain of the Individual Defendants seek to capture for themselves.

         19. As such, Cox Enterprises and certain Cox directors and management,
including defendants Kennedy, Robbins, Berry, and O'Leary will receive disparate
consideration (continued ownership) for their interests in the Company than the
minority shareholders.

         20. The announcement of the Proposed Buyout was timed to freeze out
Cox's public minority shareholders in order to capture for Cox Enterprises and
certain of the Individual Defendants Cox's future potential without paying an
adequate or fair price to the Company's public minority shareholders.


                                       6



         21. Defendants have access to internal financial information about Cox,
its true value, expected increase in true value and the benefits of continued
ownership of Cox to which Plaintiff and the Class members are not privy. Cox
Enterprises and its contingency of Individual Defendants are using such inside
information to benefit themselves in this transaction, to the detriment of the
Cox minority stockholders.

         22. Cox Enterprises and its contingency of Individual Defendants have
clear and material conflicts of interest and is acting to better their own
interests at the expense of Cox's minority shareholders.

         23. Cox Enterprises and its contingency of Individual Defendants, with
the acquiescence of the remaining directors of Cox, are engaging in self-dealing
and not acting in good faith toward Plaintiff and the other members of the
Class. By reason of the foregoing, Defendants have breached and are breaching
their fiduciary duties to the members of the Class in not acting to maximize
shareholder value in a change of control transaction.

                            CLASS ACTION ALLEGATIONS

         24. Plaintiff brings Count l pursuant to O.C.G.A. Section 9-11-23, on
behalf of himself and all other public shareholders of Cox's common stock, who
are being and will be harmed by Defendants' actions described herein (the
"Class"). Excluded from the Class are Defendants herein and any person, firm,
trust, corporation, or other entity related to or affiliated with any Defendant.

         25. This action is properly maintainable as a class action.

         26. The shareholders on whose behalf this action is brought are so
numerous that joinder of them all is impracticable. There are millions of shares
of Cox stock outstanding, held by hundreds if not thousands of record holders.
The shares trade on NYSE.


                                       7



         27. Questions of law and fact are common to the Class and predominate
over questions affecting individual Class members. They include:

         (a) whether Defendants have engaged in or aided and abetted the
mismanagement, abuse of control and self-dealing or enriched and benefited
themselves at the expense of Cox's public stockholders;

         (b) whether the Individual Defendants have breached and are continuing
to breach their fiduciary duties to the Class;

         (c) whether Defendants have violated their duties of candor; and

         (d) whether Plaintiff and other Class members would be irreparably
damaged were the provisions and conduct detailed herein allowed to persist.

         28. Plaintiff's claims are typical of the claims of the Class because
all members of the Class have been and will be similarly harmed by Defendants'
actions.

         29. Plaintiff has retained counsel experienced in litigation of this
nature. Plaintiff has no interest that is adverse to the interests of the Class.
Plaintiff is an adequate representative of the Class and anticipates no
difficulty in the management of this case as a class action.

         30. A class action is superior to any other method available for the
fair and efficient adjudication of this controversy. Class-wide remedies will
assure uniform standards of conduct for Defendants and avoid the risk of
inconsistent judgments.



                                       8


                                     COUNT I

                ON BEHALF OF PLAINTIFF AND THE CLASS AGAINST ALL
                     DEFENDANTS FOR BREACH OF FIDUCIARY DUTY

         31. Plaintiff repeats and alleges each and every allegation above as
though fully set forth herein.

         32. Defendants have violated fiduciary duties of due care, loyalty,
candor, independence, and good faith and fair dealing owed to the public
shareholders of Cox, have engaged in unlawful self-dealing, and have acted to
put their personal interests ahead of the interests of Cox shareholders.

         33. By the acts, transactions and courses of conduct alleged herein,
Defendants, individually and acting as part of a common plan, are attempting to
unfairly deprive Plaintiff and other members of the Class of the true value of
their investment in Cox.

         34. Specifically, Defendants have not announced an open auction for the
Company, and have timed the announcement of the Proposed Buyout to inhibit the
maximization of shareholder value, all of which was and is designed to further
the self-interests of the Individual Defendants and Cox Enterprises and prevent
the minority shareholders of Cox form realizing the true value of their Cox
investment. Such conduct was and is not in the best interests of Cox's minority
shareholders and is clearly in violation of the Defendants' fiduciary duties to
the Cox shareholders.

         35. By reason of the foregoing acts, practices and course of conduct,
Defendants have failed to exercise ordinary care and diligence in the exercise
of their fiduciary obligations toward Plaintiff and the other members of the
Class.

         36. Such breaches of fiduciary duties could not and would not have
occurred but for the conduct of Cox, who, therefore, aided and abetted such
breaches.



                                       9


         37. Unless enjoined by this Court, Defendants will continue to breach
and/or aid and abet the other Defendants' breaches of their fiduciary duties
owed to Plaintiff and the Class, and may continue to act to the detriment of the
minority shareholders of Cox and inhibit the maximization of shareholder value
all to the irreparable harm of the Class, as aforesaid.

         38. Plaintiff and the Class have no adequate remedy at law. Only by
this Court's exercise of its equitable powers can Plaintiff be fully protected
from the immediate and irreparable injury inflicted by Defendants' actions.

         WHEREFORE, Plaintiff demands judgment as follows:

         A. Declaring this to be a proper Class Action, and naming Plaintiff as
Class representative;

         B. Granting preliminary and permanent injunctive relief against the
actions complained of herein;

         C. Awarding Plaintiff the costs and disbursements of the action
including allowances for Plaintiff's reasonable attorneys and experts fees; and

         D. Granting such other and further relief as may be just and proper.


                                       10


                                JURY TRIAL DEMAND


         The Plaintiff hereby demands trial by jury on all issues so triable.


DATED: August 2, 2004                    HOLZER HOLZER & CANNON, LLC


                                         /s/ Gilbert S. Holzer
                                         ---------------------------------------
                                         By: Gilbert S. Holzer
                                         Georgia Bar Number: 364612
                                         Corey D. Holzer
                                         Georgia Bar Number: 364698
                                         Michael I. Fistel
                                         Georgia Bar Number: 262062
                                         1117 Perimeter Center West, Suite E-107
                                         Atlanta, GA 30338
                                         Tel: (770) 392-0090
                                         Fax: (770) 392-0029
                                         Attorneys for Plaintiff


                                       11



                                  VERIFICATION




         I, GILBERT S. HOLZER, hereby declare as follows:

         I am counsel for Plaintiff in the above-entitled action. Plaintiff in
the above-entitled action is, and was at all relevant times hereto, a
shareholder of Cox Communications, Inc. Plaintiff, by and through his counsel,
has performed an extensive investigation that included, among other things, a
review of relevant filings with the SEC and public disclosures of information,
including through national business wires. As such, I am informed and believe
that the matters stated in the Complaint are true, and on that ground, I allege
that the matters stated therein are true.

         Executed this 2nd day of August, 2004, in Atlanta, Georgia.



                                                /s/ Gilbert S. Holzer
                                                --------------------------------
                                                Gilbert S. Holzer
                                                Georgia Bar Number: 364612



Sworn to and subscribed to before
me this 2nd day of August, 2004.


/s/
- ----------------------------------
Notary Public
My Commission Expires:


NOTARY PUBLIC, FULTON COUNTY, GEORGIA
MY COMMISSION EXPIRES APRIL 28, 2007

                                       12

EX-99.A.5.C

                                                               EXHIBIT (A)(5)(C)

                     IN THE SUPERIOR COURT OF FULTON COUNTY
                                STATE OF GEORGIA

- ------------------------------------------
                                          x
VIVIAN GOLOMBUSKI, On Behalf of Herself   :
and All Others Similarly Situated and     :        Civil Action No. 2004cv89216
Derivatively on Behalf of COX             :
COMMUNICATIONS, INC.,                     :        CLASS ACTION
                                          :        ------------
                                          :
                           Plaintiff,     :        VERIFIED SHAREHOLDER'S
                                          :        DERIVATIVE AND CLASS
vs.                                       :        ACTION COMPLAINT FOR
                                          :        BREACH OF FIDUCIARY DUTY,
JAMES C. KENNEDY, G. DENNIS BERRY,        :        WASTE OF CORPORATE
JANET M. CLARKE, ROBERT O'LEARY,          :        ASSETS AND ABUSE OF
JAMES O. ROBBINS, RODNEY W. SCHROCK,      :        CONTROL
ANDREW J. YOUNG, and COX                  :
ENTERPRISES, INC.,                        :
                                          :
                           Defendants,    :
                                          :
         -and-                            :
                                          :
COX COMMUNICATIONS, INC., a Delaware      :
corporation,                              :
                                          :
          Nominal Defendant.              x        DEMAND FOR JURY TRIAL
- -------------------------------------------        ---------------------




                                  INTRODUCTION


         1.       This is a shareholder class and derivative action against the
members of the Board of Directors of Cox Communications, Inc. ("Cox
Communications" or the "Company") and Cox Enterprises, Inc. ("Cox Enterprises"),
on behalf of Cox Communications and its shareholders arising out of defendants'
self-dealing and refusal to comply with their fiduciary obligations. The
defendants have arranged to squeeze plaintiff and Cox Communications' public
stockholders out of their equity interest in Cox Communications by selling Cox
Communications to Cox Enterprises for $32.00 per share. This lawsuit is
necessary to protect Cox Communications and its shareholders from the Cox
Communications Board of Directors' continuing breaches of fiduciary duty,
conflicts of interest and violations of statutory law.

         2.       On August 2, 2004, Cox Enterprises announced that it was
proposing to acquire the outstanding publicly held shares of Cox Communications,
that it does not already own for $32 per share in cash. Cox Enterprises owns 62%
of the outstanding shares of Cox Communications. The proposed acquisition would
squeeze out plaintiff and Cox Communications's other public stockholders. Each
of the defendants is directly violating or aiding end abetting the other
defendants' violations of the fiduciary duties owed to the public shareholders
of Cox Communications. As the Directors have unlawfully placed their own
interests ahead of Cox Communications's shareholders', the squeeze out will be
consummated resulting in irreparable harm absent judicial intervention.



                             JURISDICTION AND VENUE


         3.       Nominal defendant Cox Communications's principal executive
offices are located at 1400 Lake Hearn Drive NE, Atlanta, Georgia 30319. Many of
the acts complained of herein occurred in Georgia. The amount in controversy is
in excess of the jurisdictional minimum of this Court. This action is not
removable to federal court as no federal remedy is sought.

         4.       Venue is proper in this county. The acts, conduct and
transactions complained of herein occurred in substantial part in this county.
Cox Communications is headquartered here. Many of the relevant witnesses reside
in this county.

                                     PARTIES


         5.       Plaintiff Vivian Golombuski was, and has been since the time
of the commission of the wrongful acts complained of herein, a shareholder of
Cox Communications.

         6.       Nominal defendant Cox Communications' principal activities are
to provide broadband products and services to both residential and commercial
customers.

         7.       Cox Enterprises' principal executive offices are located at
6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328. Cox Enterprises owns 62%
of the outstanding shares of Cox Communications.

         8.       Defendant James O. Robbins is the President, CEO and a
director of Cox Communications.

         9.       Defendant James C. Kennedy is Chairman and CEO of Cox
Enterprises. He is also Chairman of the Board of Cox Communications.

         10.      Defendant G. Dennis Berry is President and COO of Cox
Enterprises. He is also a director of Cox Communications.


                                      -2-


         11.      Defendant Robert O. Leary is Executive Vice President and CFO
of Cox Enterprises. He is also a director of Cox Communications.

         12.      Defendants Rodney W. Schrock, Andrew J. Young, Jr. and Janet
Morrison Clarke are directors of the Company.

         13.      By virtue of their positions as directors of Cox
Communications, the Individual Defendants have, and at all relevant times had,
the power to and did control and influence Cox Communications to engage in the
practices complained of herein.

                  FIDUCIARY DUTIES OF THE INDIVIDUAL DEFENDANTS


         14.      On August 2, 2004, Cox Enterprises announced that it was
proposing to acquire the outstanding publicly held shares of Cox Communications,
that it does not already own, for $32 per share in cash.

         15.      By reason of their positions as directors and their ability to
control the business and corporate affairs of Cox Communications, the Individual
Defendants owe Cox Communications and its shareholders the highest fiduciary
obligations of fidelity, trust, loyalty, good faith, fair dealing, due care and
fully candid and adequate disclosure. The Individual Defendants are required to
use their utmost ability to control and manage Cox Communications in a fair,
just and equitable manner and to act in furtherance of the best interests of Cox
Communications and all its shareholders, so as to benefit all shareholders
proportionately in preserving Cox Communications's property and assets, and not
in furtherance of their personal interests or to benefit themselves
disproportionately.

         16.      The Individual Defendants, the directors of Cox
Communications, are required to act in good faith, in the best interests of Cox
Communications and its shareholders, and with


                                      -3-


such care, including reasonable inquiry, as would be expected of an ordinarily
prudent person. To diligently comply with this duty, dare precluded from taking
action that:

                  (a)      serves their own interests or the interests of Cox
Enterprises to the detriment of Cox Communications or its public shareholders;

                  (b)      inures to the detriment of Cox Communications or its
shareholders;

                  (c)      contractually prohibits them from complying with or
carrying out their fiduciary duties to maximize shareholder value in connection
with the sale of Cox Communications;

                  (d)      discourages or inhibits alternative offers to
purchase control of the corporation or its assets; or

                  (e)      will otherwise adversely affect their duty to search
and secure the best value reasonably available under the circumstances for the
corporation's shareholders.

         17.      The Individual Defendants, because of their positions of
control and authority as directors of Cox Communications, were able to and did,
directly control the conduct complained of herein.

         18.      The complaint's asserted claims are brought under applicable
law requiring every director to act in good faith and in the best interest of
their corporation and its shareholders. These laws require each Individual
Defendant to act with such care, including conducting a reasonable inquiry, as
would be expected of a prudent person conducting his or her own financial
affairs.

         19.      In any situation where the directors of a publicly traded
corporation undertake a transaction that will result in either (i) a change in
corporate control, or (ii) a break-up of the corporation's assets, the directors
have an affirmative fiduciary obligation to obtain the highest


                                      -4-


value reasonably available for a corporation and its shareholders, and if such
transaction will result in a change of corporate control, the shareholders are
entitled to receive a significant premium. To diligently comply with these
duties, the directors may not take any action that:

                  (a)      adversely affects the value provided to the
corporation's shareholders;

                  (b)      will discourage or inhibit alternative offers to
purchase control of the corporation or its assets;

                  (c)      contractually prohibits them from complying with
their fiduciary duties;

                  (d)      will otherwise adversely affect their duty to search
and secure the best value reasonably available under the circumstances for the
corporation's shareholders; and/or

                  (e)      will provide the directors with preferential
treatment at the expense of, or separate from, the public shareholders.

         20.      Defendants have attempted to negotiate a sale of Cox
Communications on terms that are designed to freeze Cox Communication's public
shareholders out of a large portion of the valuable assets.

         21.      Cox Communications's shareholders have also been denied the
fair process and arm's-length negotiated terms to which they are entitled in a
sale of their Company. The officers and directors are obligated to maximize
shareholder value, not benefit themselves or Cox Enterprises by structuring a
preferential deal for themselves at the expense of Cox Communications and its
shareholders.

         22.      The Individual Defendants are obligated to maximize the sale
value of Cox Communications. Cox Communications and its shareholders are being
deprived of a fair and unbiased process to sell the Company. Cox
Communications's shareholders are entitled to an


                                      -5-


opportunity to obtain maximum value and terms for their interests, without
preferential treatment to the insiders.

         23.      The Board members and advisors identified herein have
irremediable positions of conflict and cannot be expected to act in the best
interests of Cox Communications or its public shareholders in connection with
the proposed sale of Cox Communications.

         24.      In light of the foregoing, the individual Defendants must, as
their fiduciary obligations require:

                  -        Adequately ensure that no conflicts of interest exist
                           between defendants' own interests and their fiduciary
                           obligation to maximize shareholder value or, if such
                           conflicts exist, to ensure that all conflicts be
                           resolved in the best interests of Cox
                           Communications's public shareholders; and

                  -        Allow Cox Communications shareholders to consider all
                           offers for Cox Communications, not just those which
                           agree to special and/or benefits to Cox
                           Communications insiders.


                            CLASS ACTION ALLEGATIONS


         25.      Plaintiff brings Count I pursuant to O.C.G.A. Section
9-11-23(a), on behalf of herself and all other public shareholders of Cox
Communications's common stock, who are being and will be harmed by defendants'
actions described herein (the "Class"). Excluded from the Class are defendants
herein and any person, firm, trust, corporation, or other entity related to or
affiliated with any defendant.

         26.      This action is properly maintainable as a class action.

         27.      The shareholders on whose behalf this action is brought are so
numerous that joinder of them all is impracticable. There are over 590 million
shares of Cox Communications stock outstanding. The shares trade on the New York
Stock Exchange.


                                      -6-


         28.      Questions of law and fact are common to the Class and
predominate over questions affecting individual Class members. They include:

                  (a)      whether the defendants have engaged in or aided and
abated the mismanagement, abuse of control and self-dealing or enriched and
benefited themselves at the expense of Cox Communications and its public
stockholders;

                  (b)      whether the Individual Defendants have breached
their fiduciary duties in failing to maximize shareholder value; and

                  (c)      whether the plaintiff and other Class members would
be irreparably damaged were the provisions and conduct detailed herein allowed
to persist.

         29.      Plaintiff's claims are typical of the claims of the Class
because all members of the Class have been and will be similarly harmed by
defendants' actions.

         30.      Plaintiff has retained counsel experienced in litigation of
this nature. Plaintiff has no interest that is adverse to the interests of the
Class. Plaintiff is an adequate representative of the Class and anticipates no
difficulty in the management of this case as a class action.

         31.      A class action is superior to any other method available for
the fair and efficient adjudication of this controversy. Class-wide remedies
will assure uniform standards of conduct for the defendants and avoid the risk
of inconsistent judgments.

                             DERIVATIVE ALLEGATIONS


         32.      Plaintiff brings Counts Nos. II-V derivatively in the right of
and for the benefit of Cox Communications to redress injuries suffered and to be
suffered by Cox Communications as a direct result of the Individual Defendants'
breaches of fiduciary duty, corporate mismanagement, gross self-dealing, abuse
of control and conspiracy to abuse control, and


                                      -7-


constructive fraud. This is not a collusive action to confer jurisdiction in
this Court which it would not otherwise have.

         33.      Plaintiff will adequately and fairly represent the interests
of Cox Communications and its shareholders in enforcing and prosecuting their
rights.

         34.      This action is brought to remedy violations of applicable law.

         35.      Plaintiff has not made any demand on the present Board of
Directors of Cox Communications to institute this action because such demand
would be a futile, useless act because the entire Board participated in the
wrongs complained of herein by performing the following acts:

                  (a)      accepting the Cox Enterprises proposal on the terns
proposed;

                  (b)      the known principal wrongdoers and beneficiaries of
the wrongdoing, including, but not limited to, Individual Defendants and Cox
Enterprises, are in positions to, and do, dominate and control Cox
Communications's Board of Directors. Thus, the Board could not, and cannot,
exercise independent objective judgment in deciding whether to bring this action
nor vigorously prosecute this action;

                  (c)      refusing to take any action to rescind these actions
despite their knowledge that such actions constitute a breach of their fiduciary
duties;

                  (d)      to bring this action for breach of fiduciary duties,
abuse of control, and unjust enrichment, the members of Cox Communications's
Board of Directors would have been required to sue themselves and/or their
fellow directors and allies in the top ranks of the Company, with whom they are
close personal friends and with whom they have entangling financial alliances,
interests and dependencies. Suing themselves, their friends and their allies is


                                      -8-


not something the Individual Defendants would be willing to do, therefore, they
would not be able to vigorously prosecute any such action;

                  (e)      Cox Communications's Board of Directors, including
each of the Individual Defendants herein, receive substantial salaries, bonuses,
payments, benefits and other emoluments by virtue of their membership on the
Company's Board and their control of Cox Communications. Thus, they have
benefited from the wrongs alleged herein and have engaged therein to preserve
their positions of control and the perquisites thereof, and are incapable of
exercising independent objective judgment in deciding whether to bring this
action. The Board members also have close personal and business ties with each
other and consequently are interested parties and cannot, in good faith,
exercise independent business judgment to determine whether to bring this action
against themselves; and

                  (f)      due to Cox Communications's directors' and officers'
liability insurance coverage, if the directors caused Cox Communications to sue
themselves and the Company's executive officers for the liability asserted
herein, the directors and officers would be required to personally pay for the
liability alleged hotel. As a result, if these defendants were to sue themselves
there would be no insurance protection for this derivative action. Thus, the
defendants will not sue themselves because to do so would subject themselves and
their colleagues and/or friends to million-dollar judgments payable from their
individual assets alone.

                                     COUNT I

                ON BEHALF OF PLAINTIFF AND THE CLASS AGAINST ALL
               INDIVIDUAL DEFENDANTS FOR BREACH OF FIDUCIARY DUTY

         36.      Plaintiff repeats and realleges each allegation as though
fully set forth herein.


                                      -9-


         37.      Defendants have violated fiduciary duties of care, loyalty,
candor and independence owed to the public shareholders of Cox Communications,
have engaged in unlawful self-dealing, and have acted to put their personal
interests and/or the interests of Cox Enterprises ahead of the interests of Cox
Communications shareholders.

         38.      By the acts, transactions and courses of conduct alleged
herein, defendants, individually and acting as part of a common plan, are
attempting to unfairly deprive plaintiff and other members of the Class of the
true value of their investment in Cox Communications. Specifically, defendants
were required to, among other things, publicly disclose the Company's Q3 results
prior to entering into this agreement.

         39.      The Individual Defendants have violated their fiduciary duties
by entering into a transaction with Cox Enterprises without regard to the
fairness of the transaction to Cox Communications shareholders.

         40.      As demonstrated by the allegations above, the Individual
Defendants failed to exercise the care required, and breached their duties of
loyalty, good faith, candor and independence owed to the shareholders of Cox
Communications because, among other reasons:

                  (a)      they failed to take steps to maximize the value of
Cox Communications to its public shareholders and they took steps to avoid
competitive bidding, to cap the price of Cox Communications's stock and to give
the Individual Defendants an unfair advantage, by, among other things, failing
to solicit other potential acquirors or alternative transactions; and

                  (b)      they ignored or did not protect against the numerous
conflicts of interest resulting from the directors' own interrelationships or
connection with the acquisition.


                                      -10-


         41.      By reason of the foregoing acts, practices and course of
conduct, defendants have failed to exercise ordinary care and diligence in the
exercise of their fiduciary obligations toward plaintiff and the other members
of the Class.

         42.      As a result of the actions of defendants, plaintiff and the
Class have been and will be irreparably damaged in that they have not and will
not receive their fair portion of the value of Cox Communications's assets and
businesses and have been and will be prevented from obtaining a fair price for
their shares.

         43.      Unless enjoined by this Court, defendants will continue to
breach and/or aid and abet the other defendants' breaches of their fiduciary
duties owed to plaintiff and the Class, and may consummate the proposed sale of
Cox Communications to Cox Enterprises which will exclude the Class from its fair
share of Cox Communications's valuable assets and businesses, and/or benefit
defendants in the unfair manner complained of herein, all to the irreparable
harm of the Class, as aforesaid.

         44.      By the course of conduct alleged herein, the Individual
Defendants, individually and as part of a common plan and scheme or in breach of
their fiduciary duties to plaintiff and the other members of the Class, have
implemented and are abiding by a process that will deprive plaintiff and other
members of the Class of the rights and interests that they possess as a result
of their ownership of Cox Communications stock.

         45.      Cox Communications shareholders will, if defendants' actions
are allowed to stand, be deprived of their rights as Cox Communications
shareholders. Instead, these benefits are being and will be diverted from Cox
Communications to Cox Enterprises without a full and candid disclosure to
plaintiff and the Class concerning Cox Communication's prospects.

         46.      By reason of the foregoing acts, practices and course of
conduct, the Individual


                                      -11-


Defendants have failed to exercise ordinary care and diligence in the exercise
of their fiduciary obligations owed to plaintiff and the other Cox
Communications public stockholders and/or have acted in a manner adverse to the
interests of Cox Communications and its shareholders in order to advance their
own interests.

         47.      In light of the foregoing, plaintiff demands that the
Individual Defendants, as their fiduciary obligations require, rescind the
unlawful provisions designed to favor Cox Enterprises and/or implement an active
auction or open bidding process in order to maximize shareholder value.

         48.      Defendants have failed to act in good faith toward plaintiff
and other Class members, and have breached and are continuing to breach their
fiduciary duties to plaintiff and Class members.

         49.      Because of defendants' unlawful actions, plaintiff and other
Class members will be irreparably harmed in that they will continue to be
precluded from exercising the rights they possess and benefits they are entitled
to as Cox Communications shareholders. Unless defendants' actions are enjoined
by the Court, defendants will continue to breach their fiduciary duties owed to
plaintiff and Class members, and will refuse to engage in arm's-length
negotiations, all to the irreparable harm of Class members.

         50.      Plaintiff and the Class have no adequate remedy at law. Only
by this Court's exercise of its equitable powers can plaintiff be fully
protected from the immediate and irreparable injury inflicted by defendants'
actions.


                                      -12-


                                    COUNT II

                     ON BEHALF OF COX COMMUNICATIONS AGAINST
                  THE INDIVIDUAL DEFENDANTS FOR CORPORATE WASTE


         51.      Plaintiff realleges each prior allegation as though fully set
forth herein.

         52.      As explained above, the Individual Defendants' conduct in
authorizing the sale of Cox Communications's assets constituted a waste of
corporate assets.

         53.      As a result of the Individual Defendants' waste of Cox
Communications's corporate assets, Cox Communications and its shareholders have
sustained and will continue to sustain irreparable harm and have no adequate
remedy at law.


                                    COUNT III

                     ON BEHALF OF COX COMMUNICATIONS AGAINST
                 THE INDIVIDUAL DEFENDANTS FOR ABUSE OF CONTROL

         54.      Plaintiff realleges each prior allegation as though fully set
forth herein.

         55.      In direct contradiction of their fiduciary duties, the
Individual Defendants have utilized their control over Cox Communications to
divert Cox Communications's valuable assets to Cox Enterprises and/or derive
special payoffs for themselves.

         56.      In direct contradiction of their fiduciary duties, the
Individual Defendants have utilized, and will continue to utilize, their power
and control over Cox Communications to delay the annual shareholder meeting. By
holding the annual meeting, the Individual Defendants risk losing such power and
control.

         57.      Defendants' conduct constituted and continues to constitute an
abuse of their ability to control and influence Cox Communications, conduct for
which all defendants are legally responsible.


                                      -13-


         58.      By reason of the foregoing, Cox Communications has been
damaged and has sustained, and will continue to sustain, irreparable injury for
which it has no adequate remedy at law.

                                    COUNT IV

                   ON BEHALF OF COX COMMUNICATIONS AGAINST THE
               INDIVIDUAL DEFENDANTS FOR BREACH OF FIDUCIARY DUTY


         59.      Plaintiff realleges each prior allegation as though fully set
forth herein.

         60.      The Individual Defendants engaged in the aforesaid conduct
without exercising reasonable and ordinary care which directors and officers, as
fiduciaries, owe to a corporation and its shareholders, and have thereby
knowingly or recklessly breached and/or aided and abetted breaches of fiduciary
duties to the corporation and/or its shareholders.

         61.      As a result of the Individual Defendants' breach of fiduciary
duty, Cox Communications and its shareholders have sustained and will continue
to sustain irreparable harm and have no adequate remedy at law.

                                     COUNT V

                   ON BEHALF OF COX COMMUNICATIONS AGAINST THE
                        DEFENDANTS FOR UNJUST ENRICHMENT


         62.      Plaintiff realleges each prior allegation as though fully set
forth herein.

         63.      As a result of the tortious conduct described above, the
Individual Defendants, and/or Cox Enterprises have been or will be unjustly
enriched at the expense of Cox Communications and its shareholders.


                                      -14-


         64.      Defendants should be required to disgorge the gain they will
unjustly obtain at the expense of Cox Communications and its shareholders and a
constructive trust for the benefit of Cox Communications and its shareholders
should be imposed thereon.

                                PRAYER FOR RELIEF

         WHEREFORE, plaintiff, on behalf of herself and Cox Communications,
demands judgment and preliminary and permanent relief, including injunctive
relief against defendants as follows:

         A.       Declaring that defendants have breached their fiduciary and
other duties to plaintiff and the other public shareholders of Cox
Communications;

         B.       Declaring that, as to Count I, this action is properly
maintained as a class action.

         C.       Enjoining defendants from proceeding with the proposed
acquisition with Cox Enterprises to the extent it includes protections or
payoffs to defendants;

         D.       Enjoining defendants from consummating the proposed
acquisition with Cox Enterprises unless and until the individual Defendants
adopt and implement a procedure or process, such as an auction, to obtain the
highest possible price for the Company;

         E.       Directing all defendants to account for all damages, including
punitive damages, caused by them and all profits and special benefits and unjust
enrichment they have obtained as a result of their unlawful conduct and imposing
a constructive trust thereon;

         F.       Awarding costs and disbursements of this action, including
reasonable attorneys', accountants' and experts' fees; and

         G.       Awarding such other and further relief as this Court may deem
just and proper, including any extraordinary equitable and/or injunctive relief
as permitted by law or equity to attach.


                                      -15-


                                   JURY DEMAND

         Plaintiff demands a trial by jury.

DATED: August 2, 2004                   HOLZER HOLZER &CANNON, LLC


                                                /s/ Michael I. Fistel, Jr.
                                        ---------------------------------------
                                        COREY D. HOLZER
                                        Georgia Bar Number: 364698
                                        MICHAEL I. FISTEL, JR.
                                        Georgia Bar Number: 262062
                                        1117 Perimeter Center West
                                        Atlanta, GA 30338
                                        Telephone: 770/392-0090
                                        770/392-0029 (fax)

                                        FARUQI & FARUQI, LLP
                                        NADEEM FARUQI
                                        ANTHONY VOZZOLO
                                        320 East 39th Street
                                        New York, NY 10016
                                        Telephone: 212/983-9330
                                        212/983-9331 (fax)

                                        Attorneys for Plaintiff


                                      -16-





                                  VERIFICATION

         I, MICHAEL I. FISTEL, JR., hereby declare as follows:

         I am counsel for Plaintiff in the above-entitled action. Plaintiff in
the above-entitled action is, and was at all relevant times hereto, a
shareholder of Cox Communications, Inc. Plaintiff, by and through his counsel,
has performed an extensive investigation that included, among other things, a
review of relevant filings with the SEC and public disclosures of information,
including through national business wires. As such, I am informed and believe
that the matters stated in the Complaint are true and on that ground, I allege
that the matters stated therein are true.

         Executed this 2nd day of August, 2004, in Atlanta, Georgia.

                                                  /s/ Michael I. Fistel, Jr.
                                          ------------------------------------
                                          Michael I. Fistel, Jr.
                                          Georgia Bar Number: 262062


Sworn to and subscribed to before
me this 2nd day of August, 2004.

        /s/
- --------------------------
Notary Public
My Commission Expires:

NOTARY PUBLIC, FULTON COUNTY, GEORGIA
MY COMMISSION EXPIRES APRIL 28, 2007



                                      -17-

EX-99.A.5.D

                                                               EXHIBIT (A)(5)(D)



                     IN THE SUPERIOR COURT OF FULTON COUNTY

                                STATE OF GEORGIA

- ------------------------------------------
                                         :
JOSEPH DURGIN, On Behalf of Himself and  :
All Others Similarly Situated,           :        Civil Action No.
                                         :
Plaintiff,                               :        CLASS ACTION
                                         :        ------------
vs.                                      :
                                         :
COX COMMUNICATIONS, INC., JAMES O.       :
ROBBINS, JAMES C. KENNEDY, G.            :
DENNIS BERRY, JANET M. CLARKE,           :
ROBERT C. O'LEARY, RODNEY W.             :
SCHROCK AND ANDREW J. YOUNG,             :
                                         :
Defendants.                              :


COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

Plaintiff, by his attorneys, alleges as follows:

                              SUMMARY OF THE ACTION


         1.       This is a stockholder class action brought by plaintiff on
behalf of the holders of Cox Communications, Inc. ("Cox" or the "Company")
common stock against Cox's directors arising out of their attempts to provide
certain Cox insiders and directors with preferential treatment in connection
with their efforts to complete the sale of Cox to Cox Enterprises, Inc. ("CEI")
which owns approximately 62% of the outstanding shares and has a 73% voting
interest (the "Acquisition"). This action seeks equitable relief only.

         2.       In pursuing the unlawful plan to sell Cox, each of the
defendants as joint tortfeasors, violated applicable law by directly breaching
and/or aiding the other defendants' breaches of their fiduciary duties of
loyalty, due care, independence, good faith and fair dealing.





         3.       In fact, instead of attempting to obtain the highest price
reasonably available for Cox for its shareholders, the individual defendants
spent substantial effort tailoring the structural terms of the Acquisition to
meet the specific needs of CEI.

         4.       In essence, the proposed Acquisition by CEI is the product of
a hopelessly flawed process that was designed to ensure the sale of Cox to one
buying group, and one buying group only, on terms preferential to CEI and to
subvert the interests of plaintiff and the other public stockholders of Cox.

                             JURISDICTION AND VENUE


         5.       This Court has jurisdiction over the cause of action asserted
herein pursuant to O.C.G.A. Section 9-10-30, because this case is a cause not
given by statute to other trial courts.

         6.       This Court has jurisdiction over defendants because they are
registered to transact business in Georgia, they conduct business in Georgia,
and/or they are citizens of Georgia. This action is not removable.

         7.       Venue is proper in this Court because this county is the
residence of one or more of the Defendants against whom substantial relief is
prayed. In addition, the conduct at issue took place and had an effect in this
County. Venue as to the non Fulton County defendants is proper because they are
joint tortfeasors with the Fulton County resident defendant(s).

                           PARTIES AND OTHER ENTITIES


         8.       Plaintiff Joseph Durgin is, and at all times relevant hereto
was, a shareholder of Cox.


                                      -2-


         9.       Cox is a Delaware corporation based in Atlanta, Georgia. Cox
can be served with process through its registered agent, Corporation Service
Company, 40 Technology Parkway South, #300, Norcross, Georgia 30092.

         10.      Defendant James O. Robbins is a director of the Company. He is
also the President and Chief Executive Officer ("CEO"). He joined Cox in
September 1983 and has served as Vice President, Cox Cable New York City and as
Senior Vice President, Operations of Cox. Defendant Robbins can be served with
process at Cox Communications, Inc., 1400 Lake Hearn Drive, Atlanta, Georgia
30319.

         11.      Defendant James C. Kennedy is a director of the Company. He is
also the Chairman of the Board of Directors (the "Board") of Cox. He is also
Chairman of the Board and CEO of CEI. He was CEI's President and Chief Operating
Officer ("COO"). He joined CEI in 1972, and initially worked with CEI's Atlanta
Newspapers. He is Chairman of the Board of Cox Radio, Inc., a majority-owned
subsidiary of CEI. Defendant Kennedy is a resident of Georgia and can be served
with process at Cox Communications, Inc., 1400 Lake Hearn Drive, Atlanta,
Georgia 30319.

         12.      Defendant G. Dennis Berry is a director of the Company. He is
also the President and COO of Cox. He was President and CEO of Manheim Auctions,
Inc., a wholly-owned subsidiary of CEI, from 1995 through October 2000. He also
serves as a director of CEI and Cox Radio, Inc., a majority-owned subsidiary of
CEI. Defendant Berry is a resident of Georgia and can be served with process at
Cox Enterprises, Inc., 6205 Peachtree Dunwoody Road, Atlanta, Georgia 30328.

         13.      Defendant Janet M. Clarke is a director of the Company and is
believed to be a resident of Florida.


                                      -3-


         14.      Defendant Robert C. O'Leary is a director of the Company. He
was Executive Vice President and Chief Financial Officer ("CFO") of CEI since
December 1999. He joined Cox in 1982 as Vice President of Finance and later that
year was promoted to Senior Vice President of Finance. He was promoted to Senior
Vice President of Finance and Administration of Cox in 1986, and to Senior Vice
President of Operations, Western Group, in 1989. In August 1996, he transferred
to CEI, becoming its Senior Vice President and CFO. Defendant O'Leary is a
resident of Georgia and can be served with process at 691 W. Conway Drive, NW,
Atlanta, Fulton County, Georgia 30327.

         15.      Defendant Rodney W. Schrock is a director of the Company.
Defendant Schrock can be served with process at 17300 Phillips Avenue, Los
Gatos, California 95032.

         16.      Defendant Andrew J. Young is a director of the Company.
Defendant Young is a resident of Georgia and can be served with process at 1088
Veltre Circle, SW, Atlanta, Georgia 30311.

         17.      The defendants named above in Paragraphs 10-16 are
sometimes collectively referred to herein as the "Individual Defendants."

                          DEFENDANTS' FIDUCIARY DUTIES


         18.      In accordance with their duties of loyalty, care and good
faith, the defendants, as directors and/or officers of Cox, are obligated to
refrain from:

                  (a)      participating in any transaction where the directors'
or officers' loyalties are divided;

                  (b)      participating in any transaction where the directors
or officers receive or are entitled to receive a personal financial benefit not
equally shared by the public shareholders of the corporation; and/or


                                      -4-


                  (c)      unjustly enriching themselves at the expense or to
the detriment of the public shareholders.

         19.      Plaintiff alleges herein that the Individual Defendants,
jointly and severally, in connection with the sale of Cox, violated the
fiduciary duties owed to plaintiff and the other public shareholders of Cox,
including their duties of loyalty, good faith and independence, insofar as they
stood on both sides of the transaction and engaged in self-dealing and obtained
for themselves personal benefits, including personal financial benefits not
shared equally by plaintiff or the Class.

         20.      Because the Individual Defendants have breached their duties
of loyalty, good faith and independence in connection with the sale of Cox, the
burden of proving the inherent or entire fairness of the Acquisition, including
all aspects of its negotiation and structure, is placed upon the Individual
Defendants as a matter of law.

                            CLASS ACTION ALLEGATIONS


         21.      Plaintiff brings this action on his own behalf and as a class
action pursuant to O.C.G.A. Section 9-11-23 on behalf of all holders of Cox
stock who are being and will be harmed by defendants' actions described below
(the "Class"). Excluded from the Class are defendants herein and any person,
firm, trust, corporation, or other entity related to or affiliated with any
defendant.

         22.      This action is properly maintainable as a class action.

         23.      The Class is so numerous that joinder of all members is
impracticable. According to Cox's Securities and Exchange Commission ("SEC")
filings, there were approximately 600 million shares of Cox common stock
outstanding.


                                      -5-


         24.      There are questions of law and fact which are common to the
Class and which predominate over questions affecting any individual Class
member. The common questions include, inter alia, the following:

                  (a)      whether defendants have breached their fiduciary
duties of undivided loyalty, independence or due care with respect to plaintiff
and the other members of the Class in connection with the Acquisition;

                  (b)      whether the Individual Defendants are engaging in
self-dealing in connection with the Acquisition;

                  (c)      whether the Individual Defendants are unjustly
enriching themselves and other insiders or affiliates of Cox;

                  (d)      whether defendants have breached any of their other
fiduciary duties to plaintiff and the other members of the Class in connection
with the Acquisition, including the duties of good faith, diligence, honesty and
fair dealing;

                  (e)      whether the defendants, in bad faith and for improper
motives, have impeded or erected bathers to discourage other offers for the
Company or its assets; and

                  (f)      whether plaintiff and the other members of the Class
would suffer irreparable injury were the transactions complained of herein
consummated.


         25.      Plaintiff's claims are typical of the claims of the other
members of the Class and plaintiff does not have any interests adverse to the
Class.

         26.      Plaintiff is an adequate representative of the Class, has
retained competent counsel experienced in litigation of this nature and will
fairly and adequately protect the interests of the Class.


                                      -6-


         27.      The prosecution of separate actions by individual members of
the Class would create a risk of inconsistent or varying adjudications with
respect to individual members of the Class which would establish incompatible
standards of conduct for the party opposing the Class.

         28.      Plaintiff anticipates that there will be no difficulty in the
management of this litigation. A class action is superior to other available
methods for the fair and efficient adjudication of this controversy.

         29.      Defendants have acted on grounds generally applicable to the
Class with respect to the matters complained of herein, thereby making
appropriate the relief sought herein with respect to the Class as a whole.

                     BACKGROUND TO THE PROPOSED ACQUISITION


         30.      On August 2, 2004, CEI issued a press release entitled, "COX
ENTERPRISES, INC. PROPOSES TO ACQUIRE PUBLIC MINORITY STAKE IN COX
COMMUNICATIONS, INC.; PROPOSAL PRICE OF $32 IN CASH PER SHARE FOR 38% PUBLIC
STAKE; COX COMMUNICATIONS, INC. WOULD BECOME WHOLLY OWNED BY COX ENTERPRISES,
INC." The press release stated in part:

                           "For CEI, this is a chance to make a substantial
                  additional investment in an asset we know well. An
                  increasingly competitive environment convinces us that future
                  investments in the cable industry are best made through a
                  private company structure," he said.

                           Following the announcement, CEI expects the Board of
                  Directors of CCI to form a special committee of independent
                  directors to consider the proposal with the assistance of
                  outside financial and legal advisors and to negotiate the
                  proposal with CEI. Directors of CCI affiliated with CEI will
                  not participate in the evaluation of the proposal, which
                  requires the approval of the special committee.

                           Following successful conclusion of negotiations with
                  the special committee, CEI expects to file appropriate
                  materials with the Securities and Exchange Commission and mail
                  such materials


                                      -7-


                  to CCI shareholders. CEI currently contemplates the
                  transaction would be implemented through a cash tender offer
                  for the publicly held CCI shares followed by a cash merger at
                  the same per share price paid in the tender offer.

                           CEI has advised CCI that CEI's sole interest is in
                  acquiring the remaining shares of CCI held by the minority
                  shareholders and that it has no interest in a disposition of
                  its controlling equity and voting stake in CCI.

                           Citigroup Global Markets and Lehman Brothers, Inc.
                  are serving as CEI's financial advisors in the transaction and
                  have committed to provide $7.9 billion to fund the tender
                  offer and merger, as well as related fees and expenses, under
                  a $10 billion total funding commitment. The remaining $2.1
                  billion will be used to refinance existing indebtedness at CEI
                  and for working capital and other corporate purposes.

         31.      Later on August 2, 2004, Cox issued a press release entitled,
"RESPONSE FROM COX COMMUNICATIONS, INC., REGARDING COX ENTERPRISES, INC.'S
PROPOSAL TO ACQUIRE PUBLIC MINORITY SHARES." The press release stated in part:

                           Cox Communications, Inc. has received Cox
                  Enterprises' proposal to acquire the outstanding,
                  publicly-held minority interest in Cox Communications.

                           Cox Communications' Board of Directors will appoint a
                  special committee of independent directors to review Cox
                  Enterprises' proposal.

                           We expect this process to have no impact on
                  day-to-day business operations. We do not intend to comment
                  further at this time.


                                  SELF-DEALING


         32.      By reason of their positions with Cox, the Individual
Defendants are in possession of non-public information concerning the financial
condition and prospects of Cox, and especially the true value and expected
increased future value of Cox and its assets, which they have not disclosed to
Cox's public stockholders. Moreover, despite their duty to maximize


                                      -8-


shareholder value, the defendants have clear and material conflicts of interest
and are acting to better their own interests at the expense of Cox's public
shareholders.

         33.      The proposed sale is wrongful, unfair and harmful to Cox's
public stockholders, and represents an effort by defendants to aggrandize their
own financial position and interests at the expense of and to the detriment of
Class members. The Acquisition is an attempt to deny plaintiff and the other
members of the Class their rights while usurping the same for the benefit of CEI
on unfair terms.

         34.      In light of the foregoing, the Individual Defendants must, as
their fiduciary obligations require:

                  Act independently so that the interests of Cox's public
                  stockholders will be protected, including, but not limited to,
                  the retention of truly independent advisors and/or the
                  appointment of a truly independent Special Committee.

                  Adequately ensure that no conflicts of interest exist between
                  defendants' own interests and their fiduciary obligation to
                  maximize stockholder value or, if such conflicts exist, to
                  ensure that all conflicts be resolved in the best interests of
                  Cox's public stockholders.


                                 CAUSE OF ACTION


                      CLAIM FOR BREACH OF FIDUCIARY DUTIES


         35.      Plaintiff repeats and realleges each allegation set forth
herein.

         36.      The defendants have violated fiduciary duties of care,
loyalty, candor and independence owed under Delaware law to the public
shareholders of Cox and have acted to put their personal interests ahead of the
interests of Cox's shareholders.


                                      -9-


         37.      By the acts, transactions and courses of conduct alleged
herein, defendants, individually and acting as a part of a common plan, are
attempting to advance their interests at the expense of plaintiff and other
members of the Class.

         38.      The Individual Defendants have violated their fiduciary duties
by seeking to sell the Company, without regard to the fairness of the
transaction to Cox's shareholders. Defendant Cox directly breached and/or aided
and abetted the other defendants' breaches of fiduciary duties owed to plaintiff
and the other holders of Cox stock.

         39.      As demonstrated by the allegations above, the Individual
Defendants failed to exercise the care required, and breached their duties of
loyalty, good faith, candor and independence owed to the shareholders of Cox
because, among other reasons:

                  (a)      they failed to properly value Cox; and

                  (b)      they ignored or did not protect against the numerous
conflicts of interest resulting from their own interrelationships or connection
with the Acquisition.

         40.      Because the Individual Defendants dominate and control the
business and corporate affairs of Cox, and are in possession of private
corporate information concerning Cox's assets, business and future prospects,
there exists an imbalance and disparity of knowledge and economic power between
them and the public shareholders of Cox which makes it inherently unfair for
them to pursue any proposed transaction wherein they will reap disproportionate
benefits.

         41.      By reason of the foregoing acts, practices and course of
conduct, the defendants have failed to exercise ordinary care and diligence in
the exercise of their fiduciary obligations toward plaintiff and the other
members of the Class.


                                      -10-


         42.      As a result of the actions of defendants, plaintiff and the
Class will suffer irreparable injury as a result of defendants' self dealing.

         43.      Unless enjoined by this Court, the defendants will continue to
breach their fiduciary duties owed to plaintiff and the Class, and may
consummate the proposed Acquisition which will exclude the Class from its fair
share of Cox's valuable assets and businesses, and/or benefit them in the unfair
manner complained of herein, all to the irreparable harm of the Class, as
aforesaid.

         44.      Defendants are engaging in self-dealing, are not acting in
good faith toward plaintiff and the other members of the Class, and have
breached and are breaching their fiduciary duties owed to the members of the
Class.

         45.      Unless the proposed Acquisition is enjoined by the Court,
defendants will continue to breach their fiduciary duties owed to plaintiff and
the members of the Class, will not engage in arm's-length negotiations on the
Acquisition terms, and will not supply to Cox's minority stockholders sufficient
information to enable them to cast informed votes on the proposed Acquisition
and may consummate the proposed Acquisition, all to the irreparable harm of the
members of the Class.

         46.      Plaintiff and the members of the Class have no adequate remedy
at law. Only through the exercise of this Court's equitable powers can plaintiff
and the Class be fully protected from the immediate and irreparable injury which
defendants' actions threaten to inflict.

                                PRAYER FOR RELIEF


         WHEREFORE, plaintiff demands preliminary and permanent injunctive
relief in his favor and in favor o f the Class and against defendants as
follows:

         A.       Declaring that this action is properly maintainable as a class
action;


                                      -11-


         B.       Declaring and decreeing that the Acquisition agreement was
entered into in breach of the fiduciary duties of the defendants and is
therefore unlawful and unenforceable;

         C.       Enjoining defendants, their agents, counsel, employees and all
persons acting in concert with them from consummating the Acquisition, unless
and until the Company adopts and implements a procedure or process to obtain the
highest possible price for shareholders;

         D.       Directing the Individual Defendants to exercise their
fiduciary duties to obtain a transaction which is in the best interests of Cox's
shareholders;

         E.       Rescinding, to the extent already implemented, the Acquisition
or any of the terms thereof;

         F.       Awarding plaintiff the costs and disbursements of this action,
including reasonable attorneys' and experts' fees; and

         G.       Granting such other and further relief as this Court may deem
just and proper.

         This 3rd day of August, 2004.


                                /s/ Steven J. Estep
                                -------------------
                                Steven J. Estep
                                Georgia Bar No. 250450

                                COHEN, COOPER, ESTEP & MUDDER
                                3350 Riverwood Parkway
                                Suite 2220
                                Atlanta, GA 30339
                                Tel: (404) 814-0000
                                Fax: (404) 816-8900

                                ROBBINS UMEDA & FINK, LLP
                                Brian J. Robbins
                                Marc M. Umeda
                                101 Second Avenue, Suite 2360
                                San Diego, CA 92101
                                Tel: (619) 525-3990
                                Fax: (619) 525-3991

                                Attorneys for Plaintiff


                                      -12-

EX-99.C.2

Exhibit (c)(2)

CONFIDENTIAL

Project Olympic Organizational Materials

Goldman, Sachs & Co. 18-Aug-2004

CONFIDENTIAL

Table of Contents

I. Indicative Phase I Diligence / Analytical Work Plan

II. Company Information Request List\

III. Scott Trading Update

Goldman Sachs does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you (and your employees, representatives and other agents) may disclose any aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, and all materials of any kind (including tax opinions and other tax analyses) related to those benefits, with no limitations imposed by Goldman Sachs.

CONFIDENTIAL

I. Indicative Phase I Diligence / Analytical Work Plan

Indicative Phase I Diligence / Analytical Work Plan 3

cablesouth\2004-0818 Org Meeting\Presentation\15 Organizational Book_No Appendix.doc gblank 31 Oct 2004 19:12 4/17 CONFIDENTIAL Indicative Phase I Diligence / Analytical Work Plan Date            Event / Action Item Responsibility August 17 — Press release on engagement of financial and legal advisors            SC, FF August 18 — Organizational Meeting            SC, GS, FF, CG August 2004 — Introduction of working group — Review work plan S            M            T            W            T            F            S — Approve Company information request list

1 2 3 4 5 6 7 8 9 10 11 12 13 14 August 18-19 — Initiation of contact with Peter            GS, FF 15 16 17 18 19 20 21 August 20 — Submit Company information request list            GS, FF 22 23 24 25 26 27 28 — Committee update conference call            SC, GS, FF 29 30 31 — Legal review            GS, FF, CG

Week of August 23rd — Preparation and delivery of information materials by Company            Company — Schedule diligence sessions with Company management September 2004 August 24 — Dinner in Atlanta (Ritz Carlton) SC, GS, FF S            M            T            W            T            F            S

1 2 3 4 August 25-26 — Special Committee Meeting (Atlanta, GA) SC, GS, FF 5 6 7 8 9 10 11 — General process update 12 13 14 15 16 17 18 — Potential meeting with Peter and Peter’s financial advisors            SC, GS, FF 19 20 21 22 23 24 25 — Potential Scott management due diligence session            GS, FF 26 27 28 29 30

Week of August 30th — Continued diligence review            SC, GS, FF — Analysis of diligence materials            SC, GS, FF — Update conference calls            SC, GS, FF, CG — Preliminary meeting with the Special Committee (process update) SC, GS, FF Weeks of September 6th / 13th — Continued diligence review            SC, GS, FF — Analysis of diligence materials            SC, GS, FF — Update conference calls            SC, GS, FF, CG — Potential meeting with the Special Committee (preliminary analysis) SC, GS, FF Every Friday — Special Committee and team weekly catch-up            SC, GS, FF, CG Company = Scott            SC = Special Committee GS = Goldman Sachs FF = Fried, Frank, Harris, Shriver, & Jacobson CG = Cleary, Gottlieb, Steen & Hamilton Indicative Phase I Diligence / Analytical Work Plan 4

CONFIDENTIAL

II. Company Information Request List

Company Information Request List 5

CONFIDENTIAL

Company Information Request List

1) Projected Financial Information (consolidated and for each business segment1 by market)

- All information provided to financing sources (Citigroup and Lehman Brothers) as referred to in the commitment letter included in the 13D filing (2-Aug-2004)

- 5-year annual management forecast by business segment1

— Income Statements

— Balance Sheets

— Cash Flow Statements

- Quarterly financial projections (income statements / cash flow statements) by business segment1 by market for 2H2004 and 2005

- List of key assumptions of management projections

- Variance analysis for the past 3 years, analysis of budget vs. actual results by quarter for each segment by market

- Projected subscriber growth and profitability for each business segment by market

- Working capital requirements including swings / seasonality

- Board books (2003 – 2004)

- All materials used with investors and research analysts over the past 3 years (presentations, transcripts, videos)

- Industry / consultant research

- Costs (e.g., acceleration of payouts to top management) that would be triggered by this transaction (if any)

Note: Shading indicates high priority item.

1Includes Video, Voice, High-speed Data, Commercial Voice and Data. Company Information Request List 6

CONFIDENTIAL

Company Information Request List

2) 2001-2004 YTD Financial Performance (for each business segment2 by

market) — Historical segment information (2001 – 2004 YTD by quarter) — Quarterly (or monthly, if available) income statements and cash flow statements by market — Working capital detail by segment — Capital expenditure details by segment — List key operating metrics by quarter (# subscribers, ARPU, subscriber composition, growth rates, churn) for each segment by market — Customer concentration statistics by quarter (as applicable to commercial segment) — Breakdown of quarterly operating expenses, by category — Detailed corporate overhead data by quarter (including explanation of all corporate charges and allocations, as well as all services being performed in return for these charges and allocations) — Description of any off balance sheet liabilities including debt guarantees of any joint venture or non-consolidated subsidiaries — Description of all inter-company relationships, transactions and associated charges

3) Corporate Overview

- Corporate organizational chart

— List of key reporting relationships

2 Includes Video, Voice, High-speed Data, Commercial Voice and Data. Note: Shading indicates high priority item.

Company Information Request List 7

CONFIDENTIAL

Company Information Request List

- Total number of employees — Employees by type, function, geography — Detail of subsidiary structure 4) Operational Overview (for each business segment3) — List of existing key strategic partnerships and vendor relationships — Subscriber profiles for 2001-2004 YTD by quarter (services, consumer vs. business, profitability, ARPU, acquisition costs, churn, growth, etc.) — Basic cable subscribers by tier of service, pay units, digital video subscribers, and telephony subscribers by market — Plant status (including (1) breakdown of 550 mhz, 750 mhz, 860 mhz and 2-way, and (2) how much of network is enabled for high-speed data and VOD) — Comparison of sales, marketing and distribution efforts vis-à-vis main competitors — Description of Scott pricing strategy (method, drivers, bundling, vs. competitors) — Detail of operating expenses (variable vs. fixed) for 2001-2004 YTD by quarter — Description of order management / provisioning / billing systems — Description of in-house vs. outsourced operations — Definition of homes passed and subscribers

3 Includes Video, Voice, High-speed Data, Commercial Voice and Data. Note: Shading indicates high priority item.

Company Information Request List 8

CONFIDENTIAL

Company Information Request List

- Detail on upgrade / rebuild status, material pending franchise upgrade / rebuild obligations and capital budget

5) Long-term Business Strategy (for each business segment4)

- List strategic priorities over the next 12 – 24 months

- Expected drivers of subscriber growth (business vs. consumer) and revenue growth (pricing, increased bundling)

- Description of planned changes to services offered or end markets targeted

- Description of capital needs to execute plan

- List of business development initiatives to diversify / compliment existing businesses

- Business plan for Company in going-private scenario

6) Network Overview / Detailed Capital Investment Plan

- Description of network capacity / quality

- Forecast for network build-out and upgrade

- Description of useful life / depreciation of various parts of network

- Detailed capital expenditure plan for the next 3 years by quarter including amounts for new build, upgrade, maintenance and customer premise equipment

4 Includes Video, Voice, High-speed Data, Commercial Voice and Data. Note: Shading indicates high priority item.

Company Information Request List 9

CONFIDENTIAL

Company Information Request List

7) Capital Structure — Schedule of all existing securities (debt and equity) outstanding and current balances — Current maturity / amortization schedule — Summary of key terms of debt securities (financial terms, maturities, call provisions, key covenants) — Summary of any liens on company assets (tangible or intangible) — Current capitalization table — Schedule of options, warrants and convertible securities outstanding with material terms — Description of any recent discussions with credit rating agencies 8) Regulatory / Tax / Legal — Details of major contracts — Description of current tax position and net operating tax losses — Estimates for tax payments in the future — Material disputes with the tax authorities (if any) — Material regulatory proceedings (if any) — Material environmental issues (if any) — Review of all pending / threatened material litigation cases — Details of any prior communications relating to acquisitions or potential acquisitions of equity securities of Scott over the past

Note: Shading indicates high priority item.

Company Information Request List 10

CONFIDENTIAL

Company Information Request List

2 years

- Summary of key terms of employment / severance agreements with management

9) Auditors — Length of audit relationship for Deloitte & Touche LLP and for specific audit team — Business units or subsidiaries not covered in audit opinion — Details of any non-auditing work performed — Assessment / adequacy of Scott’s internal control and reporting systems — Relationship / frequency of interaction between auditors and Board — Unresolved audit matters — Major accounting policies — Revenue recognition — Reporting policies / accounting principles that differ with industry standards — Pending changes to reporting policies / accounting principles — Potential write-downs of assets or unusual items — Material undisclosed commitments, contingent liabilities, contractual defaults or other obligations (if any)

Note: Shading indicates high priority item.

Company Information Request List 11

CONFIDENTIAL

Company Information Request List

10) Shareholder Information — List of stockholders (2000-2004 YTD by quarter) — List of current insider holdings — List of option holders — Description of option plan under going-private scenario — Shareholding structure for Discovery investment

11) Sarbanes-Oxley Compliance

- Status of implementation of Sarbanes-Oxley requirements / related NYSE and SEC rules, including: — Controls and internal processes supporting certification of financial statements — Controls and internal processes supporting publication of internal control report — Changes to Board or Audit Committee resulting from new independence requirements — Transactions constituting loans / credit extensions to directors / management — Development of a code of ethics for senior financial officers

Note: Shading indicates high priority item.

Company Information Request List 12

CONFIDENTIAL

Company Information Request List

12) Other Assets — Business plan for Discovery

13) Other

- Any other data or information about the Company provided to Peter’s lenders in connection with their delivery of the commitment letter

Company Information Request List 13

CONFIDENTIAL

Illustrative Scott Due Diligence Meeting Schedule Key Topics

- Corporate Overview / Business Strategy — Review of key markets (market size, market share, penetration) — Overview of business strategy, network assets and management goals — Discussion of key competitors and relative strengths, weaknesses and threats — Strategic priorities over the next 12-24 months

- Operational Review — Overview of operational strengths and weaknesses in each regional market — Review of key operating metrics / subscriber profiles for each market

— Review of plant status, network upgrades / rebuilds and other significant investment activity — Overview of sales and marketing organization

— Overview of Company pricing strategy (method, drivers, bundling) - - Financial Review — Review of revenue build-up (key drivers for each business segment)

— Examination of historical and projected revenue trends by business segment — Overview of historical and projected cost structure (fixed vs. variable)

— Comparison of annual budget versus actual results — Overview of annual budgeting process

Company Information Request List 14

CONFIDENTIAL

Illustrative Scott Due Diligence Meeting Schedule Key Topics

— Capital structure overview — Discussion of working capital needs

— Discussion of projected capex needs and overview of capital budgeting process — Tax overview - - Other — Review of major accounting policies

— Overview of financial reporting and control systems — Overview of Discovery investment — Overview of shareholding structure — Review of material contracts — Other material issues: legal / regulatory / environmental — Review of Sarbanes-Oxley compliance

Company Information Request List 15

CONFIDENTIAL

III. Scott Trading Update

Scott Trading Update 16

CONFIDENTIAL

Scott Trading Update

Key Scott Market Data 17-Aug 16-Aug 13-Aug 12-Aug 11-Aug

Closing Price $32.78 $32.67 $32.48 $32.55 $32.60 % Change 0.3% 0.6% (0.2)% (0.2)% (0.6)% Volume (MMs) 1.56 1.84 2.13 5.07 2.41 % of Float 0.7 % 0.8 % 0.9 % 2.1 % 1.0 % 30-day ADV (MMs) 4.63 4.67 4.67 4.66 4.54 % of Float 1.9% 2.0% 2.0% 1.9% 1.9% 1-year ADV (MMs) 1.92 1.91 1.91 1.91 1.90 % of Float 0.8% 0.8% 0.8% 0.8% 0.8%

Market Data for Comparable Companies

17-Aug 16-Aug 13-Aug 12-Aug 11-Aug Comcast

Closing Price $27.42 $26.86 $26.48 $26.51 $27.09 % Change 2.1 % 1.4 % (0.1)% (2.1)% (0.4)% 30-day ADV (MMs) 8.3 8.0 7.9 7.8 7.7 Charter Closing Price $2.96 $2.81 $ 2.82 $2.88 $ 2.82 % Change 5.3 % (0.4)% (2.1)% 2.1 % (4.4)% 30-day ADV (MMs) 4.5 4.4 4.4 4.6 4.6 Cablevision Closing Price $18.16 $18.04 $17.75 $17.74 $17.45 % Change 0.7 % 1.6 % 0.1 % 1.7 % 2.9 % 30-day ADV (MMs) 2.0 1.9 1.9 2.0 1.9 Time Warner Closing Price $16.25 $16.21 $15.62 $15.60 $15.86 % Change 0.2 % 3.8 % 0.1 % (1.6)% (1.5)% 30-day ADV (MMs) 13.1 13.3 13.0 13.2 13.0

Source: FactSet

Scott Trading Update 17

EX-99.C.3

Exhibit (c)(3)

CONFIDENTIAL

Project Olympic Discussion Materials

Goldman, Sachs & Co. August 25, 2004

Confidencial CONFIDENTIAL

TABLE OF CONTENTS

I. Scott Trading Information

II. Sellside Research Valuation Views

III. Preliminary Benchmarking Analysis of Major Cable Players

IV. Comparison of Scott Projections to Sellside Research Views

V. Scott Shareholder Analysis VI. Preliminary Credit Perspectives

Appendix A: Minority Buyout Premium Analysis

CONFIDENTIAL

I. Scott Trading Information

Scott Trading Information1

CONFIDENTIAL

Scott Trading Information

Scott Stock Price Performance            Spread and Trading Volume Analysis Change from            Daily            Cum. Cum. as

$34 02-Aug-2004 35,000 Previous Day: Trading            Trading      % of Peter publicly announces Vol. (m) Vol. (m) Float its proposal to acquire (0.3)% 23-Aug $0.92 / 2.9% 1.2 85.3 35.7% 38% public $33 stake in Scott for $32 in cash per share 0.6% 20-Aug $1.02 / 3.2% 0.9 84.1 35.2% 30,000 (0.7)% 19-Aug $0.84 / 2.6% 1.6 83.2 34.8% $32 0.8% 18-Aug $1.05 / 3.3% 1.5 81.6 34.1% 25,000 Current Peter Offer 0.3% 17-Aug $0.78 / 2.4% 1.6 80.1 33.5% $31 17-Aug-2004 0.6% 16-Aug $0.67 / 2.1% 1.8 78.6 32.8%

02-Aug-2004 Special Committee Moody’s places Peter

announces 20,000 13-Aug $30 and Scott Ratings on (0.2)% $0.48 / 1.5% 2.1 76.7 32.1%

engagement of review for potential Goldman Sachs and downgrade 12-Aug

Fried Frank to (0.2)% $0.55 / 1.7% 5.1 74.6 31.2% evaluate Peter’s Volume (000) $29 prosposal (0.6)% 11-Aug $0.60 / 1.9% 2.4 69.5 29.1% Closing Price (USD) 15,000 (0.0)% 10-Aug $0.80 / 2.5% 5.8 67.1 28.0% $28 (1.1)% 9-Aug $0.81 / 2.5% 6.1 61.3 25.6% 10,000 (0.3)% 6-Aug $1.15 / 3.6% 4.3 55.3 23.1% $27 29-Jul-2004 Scott announces 2Q04 5-Aug (0.0)% $1.25 / 3.9% 3.9 51.0 21.3% earnings. Net income declines 42% from 5,000 a year ago, but (0.3)% 4-Aug $1.26 / 3.9% 6.8 47.1 19.7% $26 revenues rise 12% 0.6% 3-Aug $1.35 / 4.2% 11.5 40.3 16.9% $25 0 2-Aug $1.16 / 3.6% 28.8 28.8 12.0% 01-Jul-2004 15-Jul-2004 29-Jul-2004 12-Aug-2004 $0.00 $0.50 $1.00 $1.50 Daily from 1-Jul-2004 to 23-Aug-2004

Source: FactSet Scott Trading Information2

CONFIDENTIAL Scott Trading Information Annotated Stock Price Graph

$39 35,000

02-Aug-2004 11-Feb-2004 Moody’s places Peter and Scott 15-Dec-2004 Comcast announces Ratings on review for potential Scott launches bid for Disney downgrade 4-Nov-2003 $37 Moody’s upgrades VoIP service 30,000 Scott debt rating to 12-Feb-2004 02-Aug-2004 “stable” Scott announces Peter announces proposal FY2003 results. to acquire 38% public stake Reports 4Q net loss in Scott for $32 in cash per $35 Current Peter of $0.02 per share share 25,000 Offer 28-Apr-2004 Comcast withdraws

29-Jul-2004 bid for Disney $33 Scott announces 20,000 2Q04 earnings. Net income declines 42% from 25-Feb-2004 a year ago, but $31 Adelphia announces            revenues rise 12% 15,000 6-Oct-2003 11-Dec-2003 plan of Volume (000) Scott announces Scott announces            reorganization

Closing Price (USD) that it may drop

that it sees 2004 ESPN revenues rising by

22-Apr-2004

$29 12% 10,000

29-Oct-2003 Adelphia announces Scott announces sale process

3Q03 results. Posts 29-Apr-2004 loss of $0.35 per Scott announces share but revenues up 1Q04 earnings. $27 09-Jul-2004 5,000 15% from a year ago            Profit 100% higher than a year ago and Scott announces $1.1 bn revenues rise 13% credit facility to replace existing $900mm facility $25 0 22-Aug-2003 31-Oct-2003 09-Jan-2004 19-Mar-2004 28-May-2004 06-Aug-2004

Daily from 22-Aug-2003 to 23-Aug-2004 Volume            Close Source: FactSet, press releases, and Factiva news run Scott Trading Information3

CONFIDENTIAL

Scott Trading Information Historical Stock Price Charts

1 Month 3 Months

$34 35,000 $34 35,000 Current            Current $33 Peter Offer 30,000 $33 Peter Offer 30,000 $32 $32 25,000 25,000 $31 $31 $30 20,000 $30 20,000 $29 15,000 $29 15,000 $28 $28 10,000 Volume (000) 10,000 Volume (000) Closing Price (USD) $27 Closing Price (USD) $27 $26 5,000 $26 5,000 $25 0 $25 0 23-Jul-2004 03-Aug-2004 12-Aug-2004 23-Aug-2004 21-May-2004 21-Jun-2004 20-Jul-2004 18-Aug-2004 Daily from 23-Jul-2004 to 23-Aug-2004 Daily from 21-May-2004 to 23-Aug-2004 Volume            Close            Volume            Close 6 Months 1 Year $34 35,000 $39 35,000 Current $33 30,000 $37 30,000 Peter Offer $32 25,000 $35 25,000 $31 20,000 $33 20,000 $30 $29 15,000 $31 Current 15,000 $28 $29 Peter Offer 10,000 Volume (000) 10,000 Volume (000) $27 Closing Price (USD) $27 5,000 Closing Price (USD) $26 5,000 $25 0 $25 0 22-Aug-2003 19-Dec-2003 16-Apr-2004 13-Aug-2004 23-Feb-2004 19-Apr-2004 14-Jun-2004 09-Aug-2004

Daily From 22-Aug-2003 to 23-Aug-2004 Daily from 23-Feb-2004 to 23-Aug-2004 Volume            Close            Volume            Close

Source: FactSet Scott Trading Information 4 CONFIDENTIAL

Scott Trading Information Shares Traded at Various Prices

36,000

12,000 50,000

30,000 10,000

40,000 24,000 8,000 30,000 18,000 Volume (000) 6,000 Volume (000) 20,000 12,000 Volume (000)

4,000

6,000 10,000 2,000 0 0 0 32.40 32.5032.6032.7032.8032.9033.0033.1033.2033.30

27.40 27.60 27.80 28.00 28.20 28.40 28.60 28.8027.00 27.75 28.50 29.25 30.00 30.75 31.50 32.25 to            to to to to to 32.49 Daily from 02-Aug-2004 to 23-Aug-2004 33.40 27.59 Daily from 30-Jun-2004 to 30-Jul-2004 29.0027.74 Daily from 30-Apr-2004 to 30-Jul-2004 33.00 Weighted Average Price: 32.58 USD Weighted Average Price: 27.97 USD            Weighted Average Price: 29.31 USD Total Shares Traded as Percent Total Shares Traded as Percent            Total Shares Traded as Percent of Shares Outstanding: 14.11% of Shares Outstanding: 7.89% of Shares Outstanding: 20.10%

6 Months Prior to Offer 1 Year Prior to Offer

60,000 150,000 50,000 125,000 40,000 100,000 30,000 Volume (000) 75,000 Volume (000) 20,000 50,000 10,000 25,000

0 0 27.00 28.00 29.00 30.00 31.00 32.00 33.00 34.00 27.00 28.25 29.50 30.75 32.00 33.25 34.50 35.75 to            to            to            to 27.99 Daily from 30-Jan-2004 to 30-Jul-2004 35.00 28.24 Daily from 30-Jul-2003 to 30-Jul-2004 37.00 Weighted Average Price: 30.75 USD            Weighted Average Price: 31.97 USD

Total Shares Traded as Percent Total Shares Traded as Percent of Shares Outstanding:

39.06% of Shares Outstanding: 71.99%

Source: FactSet Scott Trading Information5

CONFIDENTIAL

Scott Trading Information Shares Traded at Various Prices

3 Years Prior to Offer 4 Years Prior to Offer

350,000 350,000 300,000 300,000 250,000 250,000 200,000 200,000 150,000 Volume (000) 150,000 Volume (000) 100,000 100,000 50,000 50,000 0 0 20.00 22.00 24.00 26.00 28.00 30.00 32.00 34.00 36.00 38.00 40.00 42.00 20.00 22.00 24.00 26.00 28.00 30.00 32.00 34.00 48.00 36.00 38.00 40.00 42.00 44.00 46.00 to            to            to            to 21.99 Daily from 30-Jul-2001 to 30-Jul-2004 44.00 21.99 Daily from 28-Jul-2000 to 30-Jul-2004 50.00

Weighted Average Price: 31.47 USD            Weighted Average Price: 33.02 USD

Total Shares Traded as Percent            Total Shares Traded as Percent of Shares Outstanding: 217.24% of Shares Outstanding: 256.94% 5 Years Prior to Offer 10 Years Prior to Offer

750,000 600,000 600,000 500,000 400,000 450,000 300,000 Volume (000) 300,000 Volume (000) 200,000 150,000 100,000 0 0 20.00 25.00 30.00 35.00 40.00 45.00 50.00 55.00 7.00 11.00 15.00 19.00 23.00 27.00 31.00 35.00 39.00 43.00 47.00 51.00 55.00 to            to            to            to 24.99 Daily from 30-Jul-1999 to 30-Jul-2004 60.00 10.99 Daily from 20-Jul-1995 to 30-Jul-2004 59.00 Weighted Average Price: 34.09 USD            Weighted Average Price: 30.09 USD Total Shares Traded as Percent            Total Shares Traded as Percent

of Shares Outstanding: 285.91% of Shares Outstanding: 390.78% Source: FactSet Scott Trading Information 6

CONFIDENTIAL

Scott Trading Information One-Year Stock Price Performance

140% Peter 150% Peter Undisturbed Offer Offer (30-Jul-04) Current 140% Scott (17.2)% (1.1)% 130% RBOC 8.2 % 9.2 % Satellite (5.3)% 0.0 %

130%

Media (2.0)% (2.3)% S&P 500 10.9 % 10.3 % 120% 120%

110% 110% S&P 500 100% Scott            RBOC ¹ ComcastIndexed Prices Satellite ² Indexed Prices 90% Cablevision 100% Scott 80%

Undisturbed            Charter (30-Jul-04) Current 70% 90% Media ³ Scott (17.2)% (1.1)% Comcast (3.9)% (2.5)% 60% Cablevision (12.7)% (9.0)% Charter (22.4)% (23.9)%

80% 50% Aug-2003 Nov-2003 Feb-2004 May-2004 Aug-2004 Aug-2003 Nov-2003 Feb-2004 May-2004 Aug-2004 Daily from 22-Aug-2003 to 23-Aug-2004 Daily from 22-Aug-2003 to 23-Aug-2004

ScottComcast            Cablevision            Charter            Scott            RBOC            SatelliteMediaS&P 500

1 RBOC Index includes BLS, SBC, and VZ. 2 Satellite Index includes DTV and DISH. 3 Media Index includes DIS and VIA. Scott Trading Information7

CONFIDENTIAL

Scott Trading Information Three-Year Stock Price Performance

Scott vs. Cable Peers Scott vs. Sector Indexes

140% Undisturbed 140% Undisturbed Peter (30-Jul-04) Current Peter (30-Jul-04) Current Offer Offer Scott (31.1)% (17.7)% Scott (31.1)% (17.7)% 120% Comcast (25.8)% (24.7)% RBOC (31.4)% (30.7)% Cablevision (63.4)% (61.9)% Satellite (8.1)% (1.3)%

120%

Charter (84.8)% (85.1)% Media (14.3)% (14.4)% 100% S&P 500 (16.1)% (15.7)%

Satel

lite ² 100% Scott 80% S&P 500 Comcast Media ³ Indexed Prices 60% Indexed Prices 80%

Scott

40% Cablevision RBOC ¹

60% 20% Charter

0% 40% Aug-2001 May-2002 Feb-2003 Nov-2003 Aug-2004 Aug-2001 May-2002 Feb-2003 Nov-2003 Aug-2004

Daily from 23-Aug-2001 to 23-Aug-2004 Daily from 23-Aug-2001 to 23-Aug-2004

ScottComcast            Cablevision            Charter            Scott            RBOC            SatelliteMediaS&P 500

1 RBOC Index includes BLS, SBC, and VZ. 2 Satellite Index includes DTV and DISH. 3 Media Index includes DIS and VIA. Scott Trading Information8

CONFIDENTIAL

Scott Trading Information Five-Year Stock Price Performance

Scott vs. Cable Peers Scott vs. Sector Indexes

350% 200% Undisturbed

Undisturbed            Peter            Peter (30-Jul-04) Current            Offer (30-Jul-04) CurrentOffer 180% Scott (25.2)% (10.7)% Scott (25.2)% (10.7)% 300% Comcast (13.7)% (12.4)% RBOC (44.1)% (43.5)% 160% Cablevision (72.5)% (71.4)% Satellite 16.9 % 26.5 % Charter (86.4)% (86.7)% Media (20.4)% (19.9)% 250% 140% S&P 500 (8.0)% (7.5)%

120% 200%

100%

Scott Indexed Prices 150% Indexed Prices 80% Comcast Satellite ²

60% 100% Scott S&P 500 40% Media ³ 50% RBOC ¹ 20% Cablevision Charter 0% 0%

Aug-1999 Aug-2000 Aug-2001 Aug-2002 Aug-2003 Aug-2004 Aug-1999 Jun-2000 Apr-2001 Feb-2002 Dec-2002 Oct-2003 Aug-2004

Daily from 23-Aug-1999 to 23-Aug-2004 Daily from 23-Aug-1999 to 23-Aug-2004

ScottComcast            Cablevision            Charter            Scott            RBOCSatelliteMediaS&P 500

1 RBOC Index includes BLS, SBC, and VZ. 2 Satellite Index includes DTV and DISH. 3 Media Index includes DIS and VIA. Scott Trading Information 9

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Scott Trading Information Liquidity Analysis (Shares in millions)

Scott Volume Analysis 3 Months 6 Months 1 Year

Since            Prior to            Prior to            Prior to Offer            Offer            Offer            Offer Average Daily Volume 5.33 1.93 1.86 1.70 % of Class A Shares 0.9% 0.3% 0.3% 0.3% % of Public Float 2.2% 0.8% 0.8% 0.7% Total Shares Traded 85.34 121.60 244.27 447.86 % of Class A Shares 14.1% 20.1% 40.4% 74.1% % of Public Float 35.7% 50.9% 102.3% 187.6% Average Price $32.92 $29.59 $30.93 $32.23 Volume Weighted $33.05 $29.31 $30.75 $31.97 Average Price

Liquidity Comparison1

10

Comcast 0.4% 8 Scott (Since Offer) 2.2%

6 Charter 1.8%

EchoStar 4 1.5% Scott

Average Daily Volume (Undisturbed) 0.8%

DTV

2 0.2%

Cablevision 0.6% Mediacom 0.8% Insight 0.7% 0

05001,000 3,000

Public Float

Source: FactSet 1Data points’ size is relative to market capitalization. Percentages represent the average daily trading volume divided by the public float.

Scott Trading Information 10

CONFIDENTIAL

II. Sellside Research Valuation Views

SELLSIDE RESEARCH VALUATION VIEWS 11

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Sellside Research Valuation Views Selected Research Estimates

Revenue            EBITDA

Broker            Analyst            Date            Rating            Price Target            FY Dec 2004 FY Dec 2005 FY Dec 2006 FY Dec 2004 FY Dec 2005 FY Dec 2006 Goldman, Sachs & Co. Rosenstein 02-Aug-2004 Hold            N/A $6,431 $7,043 $7,626 $2,436 $2,702 $2,964 A.G. Edwards and Sons            Kupinski 30-Jul-2004 Buy            NA 6,473 7,239 N/A 2,444 2,752 N/A Banc of America Securities            Shapiro 30-Jul-2004 Strong Buy            N/A 6,417 7,026 N/A 2,450 2,744 2,979 Barrington Research            Goss 02-Aug-2004 Sell 44 6,495 7,304 N/A 2,499 2,870 N/A Bear, Stearns & Co. Katz 02-Aug-2004 Hold 42 6,477 7,168 N/A 2,435 2,751 N/A Bernstein & Co. Moffett 31-Jul-2004 Hold 35 6,443 7,140 7,873 2,469 2,810 3,138 Blaylock & Partners            Mitchell 14-Jul-2004 Hold 40 6,423 7,130 N/A            N/A            N/A            N/A Calyon Securities            Mesniaeff 31-Jul-2004 Hold 33 6,443 7,135 7,739 2,433 2,742 3,034 CIBC World Markets Corp. Carr 02-Aug-2004 Buy 36 6,468 N/A            N/A 2,451 N/A            N/A Credit Suisse First Boston            Warner 03-Aug-2004 Hold 32 6,423 6,965 7,446 2,436 2,656 2,835 Davenport & Co. of VA            Johnstone 06-Aug-2004 Sell            N/A 6,400 N/A            N/A            N/A            N/A            N/A Deutsche Bank            Mitchelson 04-May-2004 Hold 32 6,450 6,936 7,402 2,428 2,654 2,854 Friedman, Billings, Ramsey            Bezoza 03-Aug-2004 Strong Buy 38 6,464 7,228 7,974 2,434 2,785 3,144 Fulcrum Global            Greenfield 31-Jul-2004 Hold            N/A 6,463 7,118 N/A            N/A            N/A            N/A J.P. Morgan            Bazinet 04-Aug-2004 Hold            N/A 6,460 7,132 N/A 2,454 2,743 N/A Janco Partners            Harrigan 31-Jul-2004 Strong Buy 39 6,452 7,191 N/A 2,417 2,682 N/A Kaufman Bros            Roberts 10-Aug-2004 Strong Buy 32 6,468 7,139 7,700 2,402 2,680 2,921 Legg Mason Wood Walker            Zito 30-Jul-2004 Hold            N/A 6,434 7,031 N/A            N/A            N/A            N/A Lehman Brothers            Jayant 30-Jul-2004 N/A            N/A 6,439 N/A            N/A 2,435 2,668 2,923 Morgan Stanley            Bilotti 30-Jul-2004 Buy 41 6,446 7,131 N/A 2,449 2,729 N/A Prudential Equity Group            Styponias 31-Jul-2004 Hold 37 6,455 7,115 7,681 2,428 2,723 N/A RBC Capital Markets            Atkin 30-Jul-2004 Hold 34 6,446 7,126 N/A 2,439 2,651 N/A Schwab Soundview            Hill 02-Aug-2004 Hold 33 6,442 7,032 7,503 2,446 2,677 2,837 SG Cowen            Singer 05-Aug-2004 N/A            N/A 6,458 7,085 7,608 2,451 2,742 2,990 Smith Barney Citigroup            Gupta 03-Aug-2004 Hold 34 6,430 N/A            N/A            NA            NA            NA Stifel Nicolaus & Co. Henderson 31-Jul-2004 Buy 45 6,456 7,137 7,904 N/A            N/A            N/A Sturdivant & Co. Schleinkofer 31-Jul-2004 Hold            N/A 6,459 7,160 7,742 2,439 2,782 3,066 Thomas Weisel Partners            Zachar 30-Jul-2004 N/A            N/A 6,471 7,105 7,629 2,454 2,718 2,941 Tradition Asiel Securities            Shim 30-Jul-2004 Strong Buy            N/A 6,436 7,096 7,692 2,445 2,714 2,994 UBS            Bourkoff 03-Aug-2004 Hold 30 6,443 7,055 N/A 2,426 2,708 N/A Wachovia Securities            Wlodarczak 29-Jul-2004 Strong Buy 43-45 6,451 7,075 7,657 2,455 2,753 3,016 IBES Median $6,450 $7,126 $7,687 $2,444 $2,735 $2,984

Source: Wall Street Research

Sellside Research Valuation Views 12

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Sellside Research Valuation Views Overview of Analyst Ratings

Scott            Comcast            Cablevision Analyst Ratings            Analyst Ratings            Analyst Ratings

Analyst Price Targets            Analyst Price Targets            Analyst Price Targets

$30 and Below 5.3%

Current Price = $32.92 Current Price = $27.82 Current Price = $18.20

Source: Wall Street Research; Bloomberg Note: For Comcast and Cablevision, data reflects most recent ratings and price targets (per Bloomberg).

Sellside Research Valuation Views 13

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Sellside Research Valuation Views Selected Research Commentary

Research Comments on Scott Operating Performance Research Comments on Peter Offer

# “Scott had another quarter of strong revenue growth and EBITDA growth and further # “Our downgrade is purely reflective of the proximity of Scott’s stock price to the expanded margins.” Peter take-out bid, and our view that Peter will not raise its price substantially beyond its initial $32 offer and that no third-party bidder will emerge.” – Richard Bilotti, Morgan Stanley, 29-Jul-2004 – Douglas Mitchelson, Deutsche Bank,

3-Aug-2004 # “Scott continues to grow customer relationships, up 1.8% over the last twelve months. Bundling remains a key strategy. 29% of video customers subscribe to a # “This offer must be approved by the Special Committee set up by Scott’s board of two-product bundle up from 24% last year. Bundled customers not only generate a directors. Given that the stock is now trading above the tender offer of $32, we much higher return than video only customers but also have significantly lower believe it is very unlikely that this deal gets done at $32 per share. This process churn.” could take several months to complete.”

– Doug Colandrea, Bear Stearns, 30-Jul-2004 – Richard Bilotti, Morgan Stanley, 2-Aug-2004

# “The numbers beat all our financial estimates and most of our customer estimates # “We do not believe $32 is enough for Scott. If Peter is willing to pay $32 for a non-except basic sub net adds. Highlights include: digital net adds of 60k (vs. our 43k control piece of equity, they must consider Scott’s total equity to be worth estimate), data net adds of 98k (vs. our 90k estimate), telephone net adds of 66k materially more than that, in our view. The $32 bid puts Scott’s valuation right (vs. our 46k estimate), and OCF growth of 16% vs. our 10.7% estimate.” around where it was just before the Comcast February bid for Disney drove down the cable group’s valuation. Since the board presumably considered Scott’s – Thomas Eagan, Oppenheimer & Co, 30-Jul-2004 February valuation to be too low, we believe buying out the public on what amounts to a trailing valuation would be a bargain, from Peter’s point of view. Our # “Scott reported mixed 2Q results today, with weaker than expected subscriber published price target is $42 for year-end 2004, or $4,400 per subscriber.” metrics and revenue, but stronger EBITDA. The overall theme looks very similar to reports from Comcast and Time Warner Cable yesterday: solid financial results but – Raymond Lee Katz, Bear Stearns, 2-Aug-2004 subscriber trends weaker than seasonality trends would suggest. We attribute much of this to DBS impact. Contrary to current trends, however, we expect MSOs to gain # “Given Peter’s controlling interest and the lack of leverage by shareholders, we do strength relative to DBS in the coming 12 months for the first time. We believe Scott not expect the offer to increase significantly and we recommend selling into is well positioned to take advantage of this competitive shift.” strength in the stock price. The Board may ultimately negotiate Peter to a slightly higher price, however, Peter could also walk away from the deal if it does not – Cannon Carr, CIBC World Markets, 30-Jul-2004 come to an agreement with the Board, which would send the stock back down.”

– Lara Warner, CSFB, 2-Aug-2004

# “Both valuation and strategic reasons exist that likely led Peter to choose the LBO route. By proposing a LBO of Scott, Peter implies that it finds current valuations attractive and is being opportunistic given the recent weakness in the cable stocks.”

– Aryeh Bourkoff, UBS, 3-Aug-2004

Sellside Research Valuation Views 14

CONFIDENTIAL

Sellside Research Valuation Views Public Commentary on Scott by Peter

Source Comments

Associated Press # “Peter spokesman Bob Jimenez would not discuss the stock price’s movement or its effects on plans to buy the publicly held stock, Augusta Chronicle saying only, ‘We are known for being disciplined, prudent buyers. We believe we can reach an agreement.’” 03-Aug-2004

Associated Press # “‘We think it’s fair based on our assessment of today’s marketplace,’ Mr. Jimenez said. ‘We really feel this is a chance for Peter’s Augusta Chronicle investors to make a substantial additional investment in an asset we know really well.’” 03-Aug-2004

Associated Press # “Peter Chairman and CEO Jim Kennedy told the board of directors in a Sunday letter that his company hopes to purchase 90 Augusta Chronicle percent of Scott’s Class A common shares through the tender offer. ‘We anticipate acquiring any shares not purchased in the tender 03-Aug-2004 through a merger,’ Mr. Kennedy wrote.” Associated Press # “In his letter, Mr. Kennedy indicated that focusing on short-term results in such a competitive industry hinders Scott in achieving its Augusta Chronicle business objectives.” 03-Aug-2004

Washington Post # “‘The competitive demands of the cable industry when balanced against the need for a public company to be vigilant with respect to 03-Aug-2004 short-term results have convinced us that private ownership of this business is desirable and will assist (Scott) in attaining its business objectives,’ Kennedy wrote in a letter to board members. The board approved the bid for the publicly held shares of Scott during a special meeting on Sunday.” New York Times # “‘Our proposal represents an excellent opportunity for Scott’s shareholders, giving them the ability to receive a meaningful premium 02-Aug-2004 to recent trading values,’ James C. Kennedy, chairman and chief executive of Peter, said in a statement scheduled to be released today. ‘For Peter’s investors this is a chance to make a substantial additional investment in an asset we know well. An increasingly competitive environment convinces us that future investments in the cable industry are best made through a private company structure,’ the statement said.” Cable World # “James Cox Kennedy, chairman of Scott and Peter, doesn’t fault his management team. During an e-mail interview, Kennedy wrote, 02-Dec-2002 ‘While we are not pleased with our stock price, we are pleased with the operating performance of Scott. I have always believed strongly in cable, but when I first became CEO there was some pressure to sell cable, obviously, not enough to make us do so. And, we are delighted we stuck it out.’” Associated Press # “‘The proceeds will be used to retire debt and also to put us in a position where we’re able to pursue future growth opportunities,’ AP Newswires said Brian Farley, a spokesman for Scott’s parent, Peter ‘We like to have a strong balance sheet.’” – Regarding Bill Gates’ 24-Jan-2002 foundation purchase of $500 million in Scott shares

Sellside Research Valuation Views 15

CONFIDENTIAL

Sellside Research Valuation Views Research Perspective on Cable Industry

Cable vs. Satellite Cable vs. RBOCs

(in 000’s) 3Q 03 4Q 03 1Q 04 2Q 04 (in 000’s) 3Q 03 4Q 03 1Q 04 2Q 04 Basic Subscribers 63,749 63,624 63,537 63,516 Cable Modem Subscribers 14,434 15,522 16,625 17,607 Sequential Growth 0.0% (0.2)% (0.1)% 0.0% Sequential Growth 9.5% 7.5% 7.1% 5.9% Digital Subscribers 21,446 22,332 22,992 23,505 DSL Subscribers 3 7,167 7,933 8,987 9,782 Sequential Growth 5.2% 4.1% 3.0% 2.2% Sequential Growth 20.9% 10.7% 13.3% 8.8%

Total Cable Subscribers1 85,195 85,956 86,529 87,021 Sequential Growth 1.2% 0.9% 0.7% 0.6% Satellite Subscribers 2 20,935 21,630 22,424 22,996 Sequential Growth 2.8% 3.3% 3.7% 2.6%

Research Commentary

# “Under our base-case forecasts, we estimate that the intrinsic values of the cable and DBS stocks are 40-50% above current trading levels” – Richard Bilotti, Morgan Stanley, 9-Jul-2004

# “We believe the continued use of an aggressive pricing strategy by the DBS players could hamper unit growth and pressure cash flow margins for the cable MSOs” – Niraj Gupta, Citigroup, 18-Jul-2004

# “After reflection on the recent earnings and underlying weaker video trends reported by the top 3 cable operators, Comcast, TWX, and Scott, we have taken a more conservative stance on video sub & ARPU growth. With roughly 60% of cable subs still analog, DBS competition continues to aggressively target cable’s unbundled subs in the near-term” – Aryeh Bourkoff, UBS, 6-Aug-2004

# “Cable telephony is a significant threat, and will almost certainly take a significant amount of market share from the RBOCs” – Frank Governali, Goldman Sachs, 16-Apr-2004 # “The market is clearly worried that the cable and DBS sector is at the beginning of a new capital spending cycle... we expect that capex in the cable sector will average $150-$160 per subscriber over the next five years” – Richard Bilotti,

Morgan Stanley, 9-Jul-2004

Source: Wall Street Research (Morgan Stanley, 7/9/04) 1Consists of Adelphia, Cablevision, Charter, Comcast, Scott, Insight, Time Warner Cable and others. 2Consists of Echostar and DirecTV. 3Consists of BellSouth, SBC, Verizon and Qwest.

Sellside Research Valuation Views 16

CONFIDENTIAL

Sellside Research Valuation Views Historical Cable Sector Valuation

Historical Forward Trading EBITDA Multiples

18.0x 2Q 1999 1Q 2000 4Q 2001 AT&T acquires AOL acquires Comcast and 2Q 2002 MediaOne in a Time AT&T Broadband In the second quarter of 2002 the transaction 16.0x agree to merge 15.5x Warner in a Adelphia accounting scandal and 16.0x valued at 15.1x15.3x 15.2x in a transaction transaction 15.0x bankruptcy, Cablevision’s liquidity $61bn valued at valued at $72bn 14.2x concerns, and questions about $165bn accounting at Charter continue to 15.0x pressure valuations 14.0x 14.5x 13.7x 1Q 1997 12.4x 13.2x Microsoft invests 12.4x 12.0x $1bn in Comcast 2Q 1999 12.1x 10.7x 11.0x Microsoft 10.5x 11.5x invests 10.0x 10.1x 10.2x 9.9x 10.0x 10.9x $5bn in AT&T

Jun 2001 9.1x 10.0x Vestar sells 9.9x approximately half of its stake in 8.9x 8.0x 7.1x Insight 8.4x 3Q 2002 7.4x1Q 2004 Reorganization of 6.0x 1Q 2002Comcast bids on 6.8xTWE Historical 1-Year Forward EBITDA Multiples 6.4x            Concerns over            Disney Jan 1998leverage for several Vestar makes MSOs place 4.0xinitial downward pressure on investment in valuation multiples Insight 3Q 2004 4Q 2002 Peter announces NBC’s acquisition of            proposal to acquire 2.0x            Bravo 38% public stake in Scott for $32.00 in cash per share 0.0x

4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q Current 1996 1997 1997 1997 1997 1998 1998 1998 1998 1999 1999 1999 1999 2000 2000 2000 2000 2001 2001 2001 2001 2002 2002 2002 2002 2003 2003 2003 2003 2004 2004

Source: GS Research Note: Based on volume weighted average share price over each quarter. Composite multiples reflect mean of Comcast, Scott, Cablevision, Charter, Insight and Mediacom.

Sellside Research Valuation Views 17

CONFIDENTIAL

Sellside Research Valuation Views Scott Historical Operating Metrics

$400 $300 $200 $100 $0 $(100) $(200) $(300) $(400)

$(500) 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q

1998 1998 1998 1998 1999 1999 1999 1999 2000 2000 2000 2000 2001 2001 2001 2001 2002 2002 2002 2002 2003 2003 2003 2003 2004 2004

Scott EBITDA / Sub            Scott (EBITDA-Capex) / Sub            Scott FCF / Sub

Source: Wall Street Research

Sellside Research Valuation Views 18

CONFIDENTIAL

Sellside Research Valuation Views Scott Stock Price Performance vs. Quarterly FCF Generation

$60 $3,000

$50 $2,500 $40 $2,000 $30 $1,500 $20 $1,000 $10 $500 Share Price $0 $0 $(10) ($500) Quarterly Free Cash Flow ($mm) $(20) ($1,000) $(30) ($1,500) $(40) ($2,000) $(50) ($2,500)

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q

1998 1998 1998 1998 1999 1999 1999 1999 2000 2000 2000 2000 2001 2001 2001 2001 2002 2002 2002 2002 2003 2003 2003 2003 2004 2004 Scott Share Price Free Cash Flow

Source: Wall Street Research and FactSet

Sellside Research Valuation Views 19g

CONFIDENTIAL

Sellside Research Valuation Views Scott Historical Trading Multiples

Historical EBITDA Multiples1

22.0x

20.0x

18.0x

16.0x EV / EBITDA Multiple 14.0x 12.0x

10.0x 8.0x 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q Current

99 99 00 00 01 01 02 02 03 03 04 Scott            Comcast

Historical Subscriber Multiples2

$5,700 $5,200 $4,700 $4,200

$3,700 Subscriber Valuation

$3,200 $2,700

$2,200 $1,700 $1,200 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q 3Q 1Q Current

99 99 00 00 01 01 02 02 03 03 04 Scott            Comcast

Source: Wall Street Research The methodology followed in calculating the historical EBITDA and subscriber multiples for Scott is as follows: 1 EBITDA multiple = enterprise value, defined as equity value plus net debt less non-EBITDA assets, divided by forward EBITDA. 2 Subscriber multiple = cable enterprise value, defined as enterprise value less consolidated telephony assets (telephony + fibernet), divided by forward subscribers.

Sellside Research Valuation Views 20

CONFIDENTIAL

Sellside Research Valuation Views Cable Common Stock Comparison – Current ($ in millions, except per share data)

Stock            Adjusted EV / ‘05 EBITDA Mult. / Adjusted EV / Equity Mkt Cap / ‘05 FCF Mult. / Adj. Cable EV (4) / Price      % of 52 Market Capitalization            EBITDA ‘04-’05 LT            EBITDA — Capex            Free Cash Flow ‘04-’05 LT            Subscribers Company 23-Aug            Wk High            Equity (1) Adj. EV (2) 2004E 2005E            Growth            Growth (3) 2004E 2005E 2004E 2005E            Growth            Growth (3) 2004E 2005E Cable Scott $32.92 90% $20,885 $25,916 10.6 x 9.5 x 0.8 x 0.9 x 24.6 x 18.9 x 34.4 x 25.8 x 0.8 x 1.1 x $3,837 $3,807 Cablevision (5) 18.20 66% 5,651 14,027 11.2 10.3 1.3 0.7 21.9 18.3 71.0 NM            NM            NM 3,168 3,153 Charter Comm. (6) 3.03 56% 1,958 20,387 10.6 10.0 1.6 1.5 19.0 17.6 NM            NM            NM            NM 3,311 3,321 Comcast (7) 27.82 77% 61,948 74,783 9.8 9.0 1.0 1.2 17.1 13.1 27.5 19.5 0.5 1.2 3,274 3,255 Mean $22,611 $33,778 10.5 x 9.7 x 1.2 x 1.1 x 20.6 x 17.0 x 44.3 x 22.7 x 0.6 x 1.1 x $3,398 $3,384 Median 13,268 23,152 10.6 9.7 1.1 1.0 20.4 18.0 34.4 22.7 0.6 1.1 3,292 3,288 US Cable — Mid Cap Insight Comm. (7) $ 8.97 75% $ 536 $ 2,054 9.5 x 8.8 x 1.1 x 1.4 x 16.0 x 14.1 x 19.2 x 21.0 x            NM            NM $3,190 $3,210 Mediacom Comm. 6.45 65% 766 3,760 8.8 8.7 4.4 2.1 15.0 14.1 10.6 7.6 0.2 0.7 2,563 2,602 Mean $ 651 $ 2,907 9.2 x 8.7 x 2.8 x 1.7 x 15.5 x 14.1 x 14.9 x 14.3 x NM 0.7 x $2,877 $2,906 Median 651 2,907 9.2 8.7 2.8 1.7 15.5 14.1 14.9 14.3 NM 0.7 2,877 2,906

(1) Source: Latest publicly available financial statements. Equity Market Cap based on diluted shares outstanding.

(2) Adjusted enterprise value defined as levered market cap less non-consolidated, non-core public and private investments of the company, as estimated by Wall Street Research. Value of public companies taken as of 23-Aug-2004. Value of private investments pust Wall Street research.

(3) Growth rates used for 2004-2008 FCF and EBITDA growth except for Mediacom, where 2004-2007 growth rates used (per Wall Street Research).

(4) Cable adjusted enterprise value defined as levered market cap less non-cable, non-consolidated, non-core public and private investments of the company, as estimated by Wall Street Research. Value of public companies taken as of 23-Aug-2004. Value of private investments per Wall Street research.

(5) Cablevision enterprise value excludes debt and preferred stock held at assets to be spun off (American Movie Classics, WE, IFC, VOOM).

(6) Fully-diluted share count includes equity stakes of Charter Comm. Holding Co. as held by Charter Comm. Inc.; Charter Investment, Inc.; Vulcan Cable III.

(7) Financial forecasts and subs for Insight Midwest attributed 50/50 between Comcast and Insight.

Sellside Research Valuation Views 21

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Sellside Research Valuation Views Cable Common Stock Comparison – Undisturbed (30-Jul-2004) ($ in millions,

except per share data)

Stock            Adjusted EV / ‘05 EBITDA Mult. / Adjusted EV / Equity Mkt Cap / ‘05 FCF Mult. / Adj. Cable EV (4) / Price      % of 52 Market Capitalization            EBITDA ‘04-’05 LT            EBITDA — Capex            Free Cash Flow ‘04-’05 LT            Subscribers Company 30-Jul            Wk High            Equity (1) Adj. EV (2) 2004E 2005E            Growth            Growth (3) 2004E 2005E 2004E 2005E            Growth            Growth (3) 2004E 2005E Cable Scott $27.58 75% $17,476 $22,507 9.2 x 8.2 x 0.7 x 0.8 x 21.3 x 16.4 x 28.8 x 21.6 x 0.7 x 0.9 x $3,299 $3,273 Cablevision (5) 17.47 64% 5,423 13,799 11.0 10.1 1.2 0.7 21.5 18.0 68.1 NM            NM            NM 3,091 3,075 Charter Comm. (6) 3.09 57% 1,997 20,426 10.6 10.0 1.6 1.5 19.0 17.7 NM            NM            NM            NM 3,317 3,328 Comcast (7) 27.40 76% 61,031 73,866 9.6 8.9 1.0 1.2 16.9 12.9 27.1 19.2 0.5 1.1 3,232 3,212 Mean $21,482 $32,650 10.1 x 9.3 x 1.1 x 1.0 x 19.7 x 16.3 x 41.3 x 20.4 x 0.6 x 1.0 x $3,235 $3,222 Median 11,450 21,467 10.1 9.4 1.1 1.0 20.2 17.1 28.8 20.4 0.6 1.0 3,265 3,243 US Cable — Mid Cap Insight Comm. (7) $ 8.80 73% $ 526 $ 2,044 9.5 x 8.8 x 1.1 x 1.3 x 15.9 x 14.0 x 18.9 x 20.6 x            NM            NM $3,174 $3,195 Mediacom Comm. 6.57 66% 781 3,775 8.9 8.7 4.4 2.1 15.1 14.1 10.8 7.7 0.2 0.7 2,573 2,612 Mean $ 653 $ 2,909 9.2 x 8.7 x 2.8 x 1.7 x 15.5 x 14.1 x 14.8 x 14.2 x NM 0.7 x $2,874 $2,903 Median 653 2,909 9.2 8.7 2.8 1.7 15.5 14.1 14.8 14.2 NM 0.7 2,874 2,903

(1) Source: Latest publicly available financial statements. Equity Market Cap based on diluted shares outstanding.

(2) Adjusted enterprise value defined as levered market cap less non-consolidated, non-core public and private investments of the company, as estimated by Wall Street Research. Value of public companies taken as of 23-Aug-2004. Value of private investments pust Wall Street research.

(3) Growth rates used for 2004-2008 FCF and EBITDA growth except for Mediacom, where 2004-2007 growth rates used (per Wall Street Research).

(4) Cable adjusted enterprise value defined as levered market cap less non-cable, non-consolidated, non-core public and private investments of the company, as estimated by Wall Street Research. Value of public companies taken as of 23-Aug-2004. Value of private investments per Wall Street research.

(5) Cablevision enterprise value excludes debt and preferred stock held at assets to be spun off (American Movie Classics, WE, IFC, VOOM).

(6) Fully-diluted share count includes equity stakes of Charter Comm. Holding Co. as held by Charter Comm. Inc.; Charter Investment, Inc.; Vulcan Cable III.

(7) Financial forecasts and subs for Insight Midwest attributed 50/50 between Comcast and Insight.

Sellside Research Valuation Views 22

CONFIDENTIAL

Sellside Research Valuation Views Research Valuation Perspectives ($ in millions, except per share data)

Researc            Undisturbed2 Current Market3 h Price /

Company            Share1 Valuation Methodology            Price            Discount            Price            Discount Scott $42.54 # Terminal Value multiple of 20-21x for 2008E FCF with discount rate of $27.58 (35.2%) $32.92 (22.6%)

8.5% # FCF grows from $580.5 in 2004 to $1,429.7 in 2008 at a 25.3% CAGR # Capex as % of cable revenue decreases from 22.9% to 13.7% from 2004 to 2008

Comcast 37.28 # Terminal Value multiple of 20-21x for 2008E FCF with discount rate of 27.40 (26.5%) 27.82 (25.4%)

8.5% # FCF grows from $2,315.7 in 2004 to $4,573.6 in 2008 at a 18.5% CAGR # Capex as % of cable revenue decreases from 17.2% to 10.2% from 2004

to 2008

Cablevision 23.71 # Terminal Value multiple of 20-21x for 2013E FCF with a 9.7% cost of 17.47 (26.3%) 18.20 (23.2%)

equity # FCF grows from ($205.9) in 2004 to $597.0 in 2013 # Capex as % of cable revenue decreases from 19.6% to 13.3% from 2004 to 2008

Charter 3.554 # DCF analysis assumes recapitalization whereby Charter issues equity to 3.09 (13.0%) 3.03 (14.6%)

delever # 10% discount rate used; proceeds of recapitalization used to pay down $4.2bn of debt

Source: Wall Street Research (Morgan Stanley) Note: Additional Wall Street Research commentary on Peter offer and Scott 2Q results currently not available. 1Reflects equity value per share derived by company valuation analysis per Wall Street Research (Morgan Stanley, 7/9/04). 2Undisturbed stock price reflects share price on July 30, 2004. 3Current market represents stock price on August 23, 2004. 4Assumes recapitalization through follow-on equity issuance.

Sellside Research Valuation Views 23

CONFIDENTIAL

Sellside Research Valuation Views Analysis of Cost of Capital ($ in millions)

Beta Analysis

Equity            Market            Net            Net Debt/ Unlevered Company            Beta            Cap            Debt            Mkt Cap            Beta Scott 0.77 $20,885.1 $6,728.5 32.2% 0.64 Comparables Cablevision 1.51 $ 5,651.3 $8,431.4 149.2% 0.61 Charter 2.64 1,957.9 18,429.2 941.3% 0.25 Comcast 1.01 61,947.9 20,619.0 33.3% 0.84 Insight 1.28 535.7 1,518.2 283.4% 0.33 Mediacom 1.44 766.3 2,994.0 390.7% 0.29 Comparables Mean 1.58 0.47

Historical Average Volatility

85% 75% 65% 55% 45% Volatility (260-Day) 35% 25% 15% Feb-2004 Mar-2004 May-2004 Jun-2004 Jul-2004 Aug-2004

Daily from 23-Feb-2004 to 23-Aug-2004

Scott Comcast Corp. Charter Communications Inc. Cablevision Systems Corp.

Source: Bloomberg; FactSet; Wall Street Research; Company SEC filings

Sellside Research Valuation Views 24

CONFIDENTIAL

Sellside Research Valuation Views Analysis at Various Prices

($ in millions, except per share data)

Undisturbed            Offer            Current

Share Price $ 27.58 $ 30.00 $ 32.00 $ 32.92 $ 33.00 $ 34.00 $ 36.00 $ 38.00 $ 40.00 $ 42.00 Diluted Shares O/S (1) 634 634 634 634 634 634 634 634 634 634 Equity Value 17,497 19,033 20,301 20,885 20,936 21,570 22,839 24,108 25,377 26,646 Net Debt 6,588 6,588 6,588 6,588 6,588 6,588 6,588 6,588 6,588 6,588 Minority Interest 140 140 140 140 140 140 140 140 140 140 Adjusted Enterprise Value (2) $22,528 $24,063 $25,332 $25,916 $25,967 $26,601 $27,870 $29,139 $30,408 $31,676 Implied Premium (3) Undisturbed Stock Price (7/30/04) $27.58 0.0% 8.8% 16.0% 19.4% 19.7% 23.3% 30.5% 37.8% 45.0% 52.3% 1-Month Average Price 28.00 (1.5)% 7.2% 14.3% 17.6% 17.9% 21.5% 28.6% 35.7% 42.9% 50.0% 2-Month Average Price 28.90 (4.6)% 3.8% 10.7% 13.9% 14.2% 17.7% 24.6% 31.5% 38.4% 45.3% 3-Month Average Price 29.59 (6.8)% 1.4% 8.1% 11.3% 11.5% 14.9% 21.7% 28.4% 35.2% 41.9% 6-Month Average Price 30.93 (10.8)% (3.0)% 3.5% 6.4% 6.7% 9.9% 16.4% 22.9% 29.3% 35.8% 52-Week High Price 36.73 (24.9)% (18.3)% (12.9)% (10.4)% (10.2)% (7.4)% (2.0)% 3.5% 8.9% 14.3% 52-Week Low Price 27.40 0.7% 9.5% 16.8% 20.1% 20.4% 24.1% 31.4% 38.7% 46.0% 53.3% Revenue Multiples 2004E $6,446 3.5 x 3.7 x 3.9 x 4.0 x 4.0 x 4.1 x 4.3 x 4.5 x 4.7 x 4.9 x 2005E 7,131 3.2 3.4 3.6 3.6 3.6 3.7 3.9 4.1 4.3 4.4 2006E 7,757 2.9 3.1 3.3 3.3 3.3 3.4 3.6 3.8 3.9 4.1 EBITDA Multiples 2004E $2,449 9.2 x 9.8 x 10.3 x 10.6 x 10.6 x 10.9 x 11.4 x 11.9 x 12.4 x 12.9 x 2005E 2,729 8.3 8.8 9.3 9.5 9.5 9.7 10.2 10.7 11.1 11.6 2006E 3,062 7.4 7.9 8.3 8.5 8.5 8.7 9.1 9.5 9.9 10.3 EBITDA Multiples / ‘04-’08 EBITDA Growth 2004E 10.5% 0.9 x 0.9 x 1.0 x 1.0 x 1.0 x 1.0 x 1.1 x 1.1 x 1.2 x 1.2 x 2005E 10.5% 0.8 0.8 0.9 0.9 0.9 0.9 1.0 1.0 1.1 1.1 2006E 10.5% 0.7 0.7 0.8 0.8 0.8 0.8 0.9 0.9 0.9 1.0 Subscriber Multiples (4) 2004E 6.34 $ 3,302 $ 3,545 $ 3,745 $ 3,837 $ 3,845 $ 3,945 $ 4,146 $ 4,346 $ 4,546 $ 4,747 2005E 6.39 3,276 3,516 3,715 3,807 3,814 3,914 4,113 4,311 4,510 4,709 2006E 6.44 3,250 3,489 3,686 3,776 3,784 3,883 4,080 4,277 4,474 4,671 Levered FCF Multiples 2004E $ 608 28.8 x 31.3 x 33.4 x 34.4 x 34.5 x 35.5 x 37.6 x 39.7 x 41.8 x 43.8 x 2005E 809 21.6 23.5 25.1 25.8 25.9 26.7 28.2 29.8 31.4 32.9 2006E 1,060 16.5 18.0 19.2 19.7 19.8 20.4 21.6 22.8 24.0 25.1 FCF Multiples / ‘04-’08 FCF Growth 2004E 24.3% 1.2 x 1.3 x 1.4 x 1.4 x 1.4 x 1.5 x 1.5 x 1.6 x 1.7 x 1.8 x 2005E 24.3% 0.9 1.0 1.0 1.1 1.1 1.1 1.2 1.2 1.3 1.4 2006E 24.3% 0.7 0.7 0.8 0.8 0.8 0.8 0.9 0.9 1.0 1.0

Source: Revenue, EBITDA, and basic cable subscriber estimates per Wall Street Research (Morgan Stanley, 7/29/04); financials per Company public filings (1) Options per Company 10-K, 31-Dec-2003. Diluted shares calculation based upon treasury method. (2) Adjusted enterprise value excludes 24.6% stake in Discovery Communications valued at $1,698mm per Wall Street Research, 29-Jul-2004. (3) Historical average prices from 30-Jul-2004 and earlier. (4) Enterprise value used to calculate subscriber multiples also excludes telephony assets valued at $1,607mm per Wall Street Research, 29-Jul-2004.

Sellside Research Valuation Views 25

CONFIDENTIAL

III. Preliminary Benchmarking Analysis of Major Cable Players

Preliminary Benchmarking Analysis of Major Cable Players 26

CONFIDENTIAL

Preliminary Benchmarking Analysis of Major Cable Players Subscribers by Product Segment (Subscribers in millions)

Scott

3Q03 4Q03 1Q04 2Q04 3Q03 4Q03 1Q04 2Q04 3Q03 4Q03 1Q04 2Q04 Basic Subscribers 6.31 6.34 6.37 6.26 21.40 21.47 21.52 21.48 9.34 9.34 9.35 9.33 Digital Subscribers 2.07 2.15 2.22 2.28 7.27 7.66 7.85 8.06 3.53 3.64 3.76 3.86 High Speed Data Subscribers 1.84 1.99 2.15 2.25 4.86 5.28 5.68 6.01 2.72 2.89 3.07 3.19 Telephony Subscribers 0.91 0.99 1.07 1.13 1.31 1.27 1.25 1.23 0.00 0.00 0.02 0.05 3Q03 4Q03 1Q04 2Q04 3Q03 4Q03 1Q04 2Q04E1 3Q03 4Q03 1Q04 2Q04 Basic Subscribers 2.95 2.94 2.94 2.95 5.08 5.04 4.99 4.97 6.50 6.43 6.19 6.13 Digital Subscribers 0.76 0.91 1.06 1.17 1.82 1.80 1.81 1.81 2.66 2.67 2.66 2.65 High Speed Data Subscribers 0.98 1.06 1.13 1.18 0.88 0.95 1.07 1.19 1.49 1.57 1.65 1.71 Telephony Subscribers 0.01 0.04 0.08 0.13 0.00 0.00 0.00 0.00 0.02 0.02 0.03 0.03

Source: Wall Street Research 1Reflects 2Q04 estimate per Wall Street Research.

Preliminary Benchmarking Analysis of Major Cable Players 27

CONFIDENTIAL

Preliminary Benchmarking Analysis of Major Cable Players Summary Operating and Financial Metrics

Scott 2002A 2004E 2006E 2002A 2004E 2006E 2002A 2004E 2006E 2002A 2004E 2006E 2002A 2004E 2006E 2002A 2004E 2006E

Basic Sub 0.7% 0.8% 0.8% (1.9)% 0.4% 0.6% 1.2% 0.1% 0.1% (1.5)% (0.2)% 0.5% (1.0)% (1.9)% 0.2% (5.7)% (0.2)% 0.5% Growth Basic Sub 61.5% 59.6% 59.0% 54.4% 52.9% 52.0% 59.2% 57.6% 56.0% 67.8% 65.7% 64.4% 51.9% 48.6% 47.4% 55.0% 51.0% 49.3% Penetration High Speed Data 22.4% 40.1% 54.4% 17.0% 32.5% 46.4% 22.4% 36.6% 48.2% 26.0% 44.4% 57.5% 12.1% 29.4% 49.3% 17.6% 32.0% 46.1% Penetration (HSD Subs / Basic Subs) Telephony 11.4% 20.3% 31.3% 6.8% 5.7% 11.4% NA 1.6% 11.1% 0.4% 7.6% 19.9% 0.0% 0.0% 2.1% NA 0.9% 2.9% Penetration (Telephony Subs / Basic Subs) Total ARPU $63.95 $80.35 $95.13 $62.33 $74.46 $87.61 $63.26 $75.78 $90.21 $63.09 $82.23 $92.78 $51.59 $68.51 $74.94 $56.29 $66.87 $77.14 Video ARPU $51.61 $57.82 $64.35 $53.71 $59.67 $66.50 $53.14 $59.48 $66.17 NA            NA            NA $49.02 $59.83 $64.53 $53.51 $56.71 $61.18 Revenue Growth 14.7% 11.3% 8.8% 11.3% 9.9% 8.7% 15.0% 10.5% 8.8% 8.8% 14.6% 5.6% 11.5% 14.1% 7.6% 15.0% 7.3% 7.4%

Source: Wall Street Research

Preliminary Benchmarking Analysis of Major Cable Players 28

CONFIDENTIAL

Preliminary Benchmarking Analysis of Major Cable Players Summary Operating and Financial Metrics

2002A 2004E 2006E 2002A 2004E 2006E 2002A 2004E 2006E 2002A 2004E 2006E 2002A 2004E 2006E 2002A 2004E 2006E

EBITDA ($bn) $1.8 $2.4 $3.0 $5.2 $7.4 $9.2 $2.8 $3.3 $4.0 $1.0 $1.2 $1.4 $0.9 $1.1 $1.2 $1.8 $2.0 $2.3 EBITDA Margin 35.5% 37.8% 39.1% 32.7% 38.7% 40.3% 39.3% 39.0% 39.6% 39.6% 38.5% 39.5% 28.9% 27.4% 38.0% 40.8% 39.9% 39.9% EBITDA per $285 $384 $471 $246 $345 $422 $296 $355 $428 $323 $407 $470 $181 $225 $368 $284 $320 $368 Basic Sub Capex per $308 $220 $194 $244 $153 $129 NA $286 $267 $361 $207 $180 $200 $168 $129 $332 $152 $150 Basic Sub (EBITDA – $(23) $164 $278 $ 2 $192 $293 NA $ 69 $161 $(38) $200 $290 $(19) $ 57 $240 $(38) $168 $219 Capex)

per Basic Sub

Source: Wall Street Research

Preliminary Benchmarking Analysis of Major Cable Players 29

cablesouth\2004-0825 Discussion Materials\Presentation\17 Project Olympic

Discussion.doc ackerd 24 Aug 2004 18:25 30/47

CONFIDENTIAL

IV. Comparison of Scott Projections to Sellside Research Views

Comparison of Scott Projections to Sellside Research Views 30

CONFIDENTIAL

Comparison of Projections to Sellside Research Views Historical Research Projections for Scott ($ in millions)

2001 2001 2002 2003 2004E 2005E

Basic Subscribers 2001 Research Mean 6.25 6.32 6.39 6.45 6.51 Scott Actual 6.24 6.28 6.34 % Change From 2001 Research Mean (0.2)% (0.6)% (0.8)% Wall Street Research (7/29/04) 6.335 6.386 % Change From 2001 Research Mean (1.8)% (1.9)% Highspeed Data Subscribers 2001 Research Mean 0.88 1.32 1.77 2.19 2.54 Scott Actual 0.88 1.41 1.99 % Change From 2001 Research Mean 0.2% 6.8% 12.1% Wall Street Research (7/29/04) 2.53 3.02 % Change From 2001 Research Mean 15.9% 19.0% Telephony Subscribers 2001 Research Mean 0.45 0.68 0.94 1.24 1.56 Scott Actual 0.45 0.72 0.99 % Change From 2001 Research Mean 0.1% 6.3% 4.8% Wall Street Research (7/29/04) 1.29 1.65 % Change From 2001 Research Mean 4.3% 5.9% Total Revenue 2001 Research Mean 4,066 4,668 5,345 6,050 6,777 Scott Actual 4,067 5,039 5,759 % Change From 2001 Research Mean 0.0% 7.9% 7.7% Wall Street Research (7/29/04) 6,446 7,131 % Change From 2001 Research Mean 6.5% 5.2% EBITDA 2001 Research Mean 1,572 1,800 2,077 2,417 2,793 Scott Actual 1,569 1,779 2,117 % Change From 2001 Research Mean (0.2)% (1.2)% 1.9% Wall Street Research (7/29/04) 2,449 2,729 % Change From 2001 Research Mean 1.3% (2.3)% Capex 2001 Research Mean 2,038 1,880 1,362 1,151 959 Scott Actual 2,205 1,932 1,561 % Change From 2001 Research Mean 8.2% 2.8% 14.6% Wall Street Research (7/29/04) 1,394 1,360 % Change From 2001 Research Mean 21.1% 41.9% Source: Wall Street Research Comparison of Scott Projections to Sellside Research Views 31

CONFIDENTIAL

Comparison of Projections to Sellside Research Views Variance Analysis — Management Plan vs. Current Research Estimates

2003 2004E 2005E 2006E 2007E 2008E

Basic Subscribers Scott Fall 2003 Plan 6.34 6.40 6.48 6.56 6.64 6.72 Wall Street Research (10/28/03) 6.33 6.39 6.45 6.50 6.54 % Change From Scott Fall 2003 Plan (0.1)% (0.2)% (0.5)% (1.0)% (1.5)% Wall Street Research (7/29/04) 6.34 6.39 6.44 6.48 6.52 % Change From Scott Fall 2003 Plan (1.1)% (1.4)% (1.9)% (2.4)% (2.9)% GS Research (7/29/04) 6.31 6.33 6.34 6.35 6.36 % Change From Scott Fall 2003 Plan (1.4)% (2.3)% (3.4)% (4.4)% (5.3)% Highspeed Data Subscribers Scott Fall 2003 Plan 2.00 2.58 3.09 3.53 3.95 4.33 Wall Street Research (10/28/03) 1.99 2.53 3.03 3.50 3.94 % Change From Scott Fall 2003 Plan (0.4)% (1.8)% (1.8)% (0.7)% (0.3)% Wall Street Research (7/29/04) 2.53 3.02 3.48 3.90 4.30 % Change From Scott Fall 2003 Plan (1.7)% (2.1)% (1.4)% (1.1)% (0.8)% GS Research (7/29/04) 2.53 3.01 3.45 3.85 4.21 % Change From Scott Fall 2003 Plan (2.0)% (2.5)% (2.2)% (2.5)% (2.9)% Telephony Subscribers Scott Fall 2003 Plan 0.99 1.29 1.70 1.99 2.26 2.58 Wall Street Research (10/28/03) 0.98 1.30 1.73 2.14 2.47 % Change From Scott Fall 2003 Plan (0.6)% 1.0% 1.6% 7.1% 9.3% Wall Street Research (7/29/04) 1.29 1.65 2.02 2.38 2.71 % Change From Scott Fall 2003 Plan (0.0)% (2.6)% 1.3% 5.4% 5.1% GS Research (7/29/04) 1.27 1.52 1.74 1.94 2.12

% Change From Scott Fall 2003 Plan (1.6)% (10.6)% (12.5)% (14.0)% (17.6)%

Source: Scott Management Plan and Wall Street Research

Comparison of Scott Projections to Sellside Research Views 32

CONFIDENTIAL

Comparison of Projections to Sellside Research Views Variance Analysis — Management Plan vs. Current Research Estimates

2003 2004E 2005E 2006E 2007E 2008E Total Revenue Scott Fall 2003 Plan 5,760 6,503 7,439 8,307 9,223 10,162 Wall Street Research (10/28/03) 5,775 6,560 7,292 7,998 8,682 % Change From Scott Fall 2003 Plan 0.3% 0.9% (2.0)% (3.7)% (5.9)% Wall Street Research (7/29/04) 6,446 7,131 7,757 8,399 9,049 % Change From Scott Fall 2003 Plan (0.9)% (4.1)% (6.6)% (8.9)% (11.0)% GS Research (7/29/04) 6,431 7,043 7,626 8,131 8,586 % Change From Scott Fall 2003 Plan (1.1)% (5.3)% (8.2)% (11.8)% (15.5)% EBITDA Scott Fall 2003 Plan 2,119 2,458 2,833 3,252 3,722 4,184 Wall Street Research (10/28/03) 2,127 2,449 2,759 3,075 3,393 3,735 % Change From Scott Fall 2003 Plan 0.4% (0.4)% (2.6)% (5.5)% (8.8)% (10.7)% Wall Street Research (7/29/04) 2,449 2,729 3,062 3,345 3,653 % Change From Scott Fall 2003 Plan (0.4)% (3.7)% (5.9)% (10.1)% (12.7)% GS Research (7/29/04) 2,436 2,702 2,964 3,169 3,344 % Change From Scott Fall 2003 Plan (0.9)% (4.6)% (8.9)% (14.9)% (20.1)% Capex Scott Fall 2003 Plan 1,520 1,400 1,312 1,217 1,122 1,042 Wall Street Research (10/28/03) 1,508 1,321 1,315 1,264 1,125 1,111 % Change From Scott Fall 2003 Plan (0.8)% (5.7)% 0.3% 3.8% 0.3% Wall Street Research (7/29/04) 1,394 1,360 1,244 1,188 1,170 % Change From Scott Fall 2003 Plan (0.5)% 3.7% 2.2% 5.9% 5.3% GS Research (7/29/04) 1,388 1,248 1,196 1,064 978 % Change From Scott Fall 2003 Plan (0.9)% (4.9)% (1.7)% (5.1)% (6.2)% Free Cash Flow Scott Fall 2003 Plan 564 671 1,045 1,449 1,778 Wall Street Research (10/28/03) 60 634 861 1,069 1,303 1,499 % Change From Scott Fall 2003 Plan 12.5% 28.3% 2.3% (10.1)% (15.7)% Wall Street Research (7/29/04) (123) 608 809 1,060 1,264 1,451 % Change From Scott Fall 2003 Plan 7.8% 20.6% 1.4% (12.8)% (18.4)% GS Research (7/29/04) 539 913 1,097 1,326 1,491 % Change From Scott Fall 2003 Plan (4.3)% 36.1% 5.0% (8.5)% (16.1)% Source: Scott Management Plan and Wall Street Research

Note: Scott Fall Plan Free Cash Flow defined as operating free cash flow, less interest, less cash taxes, less increase in working capital. Working capital defined as current assets less cash minus current liabilities less notes payable.

Comparison of Scott Projections to Sellside Research Views 33

CONFIDENTIAL

V. Scott Shareholder Analysis

Scott Shareholder Analysis 34

CONFIDENTIAL

Scott Shareholder Analysis

Overview of Public Shareholder Base Disinterested % Class A            Shares %

Shareholder            Shares $(mm) Ownership      % Vote            Ownership 1. Cascade Investments 33,839,886 $1,114 5.6% 3.8% 14.1% 2. Capital Research & Mgmt. 22,196,600 731 3.7 2.5 9.3 3. Barclays Global Investors 12,407,588 408 2.1 1.4 5.2 4. Greenspun Entities 11,212,121 369 1.9 1.3 4.7 5. Capital Guardian Trust Co. 8,396,777 276 1.4 1.0 3.5 6. Transamerica Inv. Mgmt. 7,280,315 240 1.2 0.8 3.0 7. Wellington Mgmt. 6,709,200 221 1.1 0.8 2.8 8. MFS Inv. Mgmt. 6,192,372 204 1.0 0.7 2.6 9. Lord, Abbett & Co. 5,759,029 190 1.0 0.7 2.4 10. Janus Capital Mgmt. 4,772,325 157 0.8 0.5 2.0 11. Alliance Capital Mgmt. 4,676,309 154 0.8 0.5 2.0 12. Vanguard Group 4,508,555 148 0.7 0.5 1.9 13. State Street Global Advisors 4,189,813 138 0.7 0.5 1.8 14. Goldman Sachs Asset Mgmt. 3,863,098 127 0.6 0.4 1.6 15. Waddell & Reed Inv. Mgmt. 3,775,854 124 0.6 0.4 1.6 16. William Blair & Co. 3,759,549 124 0.6 0.4 1.6 17. Fidelity Management & Research 3,113,381 102 0.5 0.4 1.3 18. Eubel Brady & Suttman Asset Mgmt. 2,970,687 98 0.5 0.3 1.2 19. INVESCO Capital Mgmt. 2,822,879 93 0.5 0.3 1.2 20. Strong Capital Mgmt. 2,817,564 93 0.5 0.3 1.2 Top 20 Institutions 155,263,902 5111 25.7% 17.6% 64.9% Other Institutions 82,700,229 2,722 13.7 9.4 34.6 Total Institutional Holders 237,964,131 7,834 39.3 27.0 99.5 Retail Holders 1,295,038 43 0.2 0.1 0.5 Total Public Ownership 239,259,169 7,876 39.6% 27.2% 100.0%

Investment Style (as of 30-Jun-2004)

Foreign Yield 0.0% 3.6%

Specialty 18.3%

Growth

24.2%

Value 25.9%

GARP

15.6%

Index 12.5%

Source: Thomson One Ownership, Company public filings, FactSet and Carson database

Scott Shareholder Analysis 35

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Scott Shareholder Analysis Top 10 Holders – Holdings By Quarters Since 1-Jan-2001

2Q2004 1Q2004 4Q2003 3Q2003 2Q2003 1Q2003 4Q2002 3Q2002 2Q2002 1Q2002 4Q2001 3Q2001 2Q2001 1Q2001 Scott VWAP $ 30.74 $ 33.24 $ 33.40 $ 32.63 $ 31.38 $ 29.55 $ 27.86 $ 24.88 $ 32.29 $ 36.69 $ 39.30 $ 40.22 $ 43.33 $ 44.52 Quarter High 33.27 36.73 34.59 34.48 34.07 32.28 31.45 28.74 37.64 41.91 42.08 44.30 46.48 49.25 Quarter Low 27.79 30.09 31.62 30.99 28.85 26.83 22.40 20.19 26.90 31.86 36.87 38.00 39.75 40.50 1. Cascade Investments Shares Held 33,839,886 33,839,886 33,839,886 33,839,886 33,839,886 33,839,886 33,839,886 33,642,386 13,550,000 13,500,000 13,500,000 0 0 0 Change In Position 0 0 0 0 0 0 197,500 20,092,386 50,000 0 13,500,000 0 0 2. Capital Research & Mgmt. Shares Held 22,196,600 22,196,600 11,960,000 0 0 0 0 0 0 0 0 5,702,700 5,615,300 4,604,800 Change In Position 0 10,236,600 11,960,000 0 0 0 0 0 0 0 (5,702,700) 87,400 1,010,500 3. Barclays Global Investors Shares Held 12,407,588 12,407,588 13,616,315 17,367,872 14,907,517 11,476,771 5,605,851 6,476,886 6,544,884 5,786,901 5,575,983 3,991,547 3,504,387 3,282,512 Change In Position 0 (1,208,727) (3,751,557) 2,460,355 3,430,746 5,870,920 (871,035) (67,998) 757,983 210,918 1,584,436 487,160 221,875 4. Greenspun Equities Shares Held 11,212,121 7,801,454 0 0 0 0 0 0 0 0 0 0 0 0 Change In Position 3,410,667 7,801,454 0 0 0 0 0 0 0 0 0 0 0 5. Capital Guardian Trust Co. Shares Held 8,396,777 8,396,777 7,708,727 7,210,233 6,831,583 6,733,713 6,713,783 6,617,683 6,196,593 5,115,613 4,801,387 4,503,657 3,976,670 2,220,390 Change In Position 0 688,050 498,494 378,650 97,870 19,930 96,100 421,090 1,080,980 314,226 297,730 526,987 1,756,280 6. Transamerica Inv. Mgmt. Shares Held 7,280,315 6,424,600 6,334,775 6,187,439 5,996,260 6,257,824 4,369,124 3,468,640 4,408,910 4,534,919 4,254,029 2,999,850 2,743,000 2,704,500 Change In Position 855,715 89,825 147,336 191,179 (261,564) 1,888,700 900,484 (940,270) (126,009) 280,890 1,254,179 256,850 38,500 7. Wellington Mgmt. Shares Held 6,709,200 6,709,200 5,684,640 5,321,900 3,251,200 4,889,000 5,110,400 5,211,100 5,269,800 5,062,200 5,444,800 5,762,300 5,762,300 5,762,300 Change In Position 0 1,024,560 362,740 2,070,700 (1,637,800) (221,400) (100,700) (58,700) 207,600 (382,600) (317,500) 0 0 8. MFS Inv. Mgmt. Shares Held 6,192,372 6,402,273 6,648,943 9,666,903 7,581,810 4,777,760 695,820 838,528 257,540 738,645 3,352,051 1,826,011 1,243,101 872,961 Change In Position (209,901) (246,670) (3,017,960) 2,085,093 2,804,050 4,081,940 (142,708) 580,988 (481,105) (2,613,406) 1,526,040 582,910 370,140 9. Lord, Abbett & Co. Shares Held 5,759,029 5,933,742 2,606,022 0 0 0 100,000 100,000 0 0 0 0 0 0 Change In Position (174,713) 3,327,720 2,606,022 0 0 (100,000) 0 100,000 0 0 0 0 0 10. Janus Capital Mgmt. Shares Held 4,772,325 4,772,325 4,907,020 6,418,680 6,897,267 7,111,437 7,259,987 8,016,087 8,970,960 8,176,030 15,268,994 19,388,239 21,834,304 22,536,429 Change In Position 0 (134,695) (1,511,660) (478,587) (214,170) (148,550) (756,100) (954,873) 794,930 (7,092,964) (4,119,245) (2,446,065) (702,125) Source: Thomson One Ownership and FactSet

Scott Shareholder Analysis 36

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CONFIDENTIAL

Scott Shareholder Analysis

List of Selected Hedge Funds Assets Under Year            Management Fund Name            Founded            Description ($bn) 1.Farallon 1986 # Invests using a risk arbitrage strategy $10.6 # Performs bottom-up research to identify takeover targets for merger arbitrage 2.Soros 1969 # Purchases stocks of companies undergoing 10.0 restructurings # Often takes large positions in companies which are undervalued relative to their underlying assets 3.Angelo Gordon 1988 # Specializes in merger and convertible arbitrage, 10.0 distressed securities, real estate, utility hedging, private equities # Merger arbitrage investments in companies undergoing unexpected corporate transactions 4.Citadel 1987 # Focuses on various arbitrage strategies 9.3 # Willing to use 3-6x leverage to maximize returns 5.Och-Ziff Capital 1994 # Investment process focuses on merger arbitrage, 7.5 convertible arbitrage and a venture in equity restructuring # Runs a rigorous, analytical merger arbitrage business 6.Perry Capital 1988 # Event driven investor 6.2 # Invests across all industries and sectors, focusing on large cap companies 7.Highbridge 1984 # Manages with convertible and risk arbitrage, and 6.2 event driven strategies # Utilizes short selling 8.HBK 1990 # Focuses on undervalued companies exhibiting 4.8 growth potential # Tends to invest in companies with market cap over $400mm 9.Highfields 1998 # Firm utilizes relative value strategies such as 4.8 merger arbitrage # Selections made on a stock-by-stock basis, with a risk management overview 10.Carlson 1993 # Primarily invests in the energy, technology, and 4.3 financial services industries # Firm engages in relative value, merger, and convertible arbitrage

Illustrative Return Profile Premium Above Undisturbed Price Assumed

Basis 20.0% 25.0% 30.0% 35.0% 40.0% Price per Share $32.92 $33.10 $34.48 $35.85 $37.23 $38.61 Premium to Current Offer 2.9% 3.4% 7.7% 12.0% 16.4% 20.7% Nominal Return — 0.5% 4.7% 8.9% 13.1% 17.3% 60-day Annualized Return — 3.2% 28.3% 53.5% 78.6% 103.7% 90-day Annualized Return — 2.1% 18.9% 35.7% 52.4% 69.2%

Source: Press releases, GS Research and Factiva

Scott Shareholder Analysis 37

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CONFIDENTIAL

Scott Shareholder Analysis Overview of Cascade Investments / Gates Foundation

Overview # Description — Michael Larson manages the investments of Bill Gates’ personal portfolio as well as Gates’ two foundations, the William H. Gates Foundation and the Gates Learning Foundation — The firm received confidential filing status for its 13F beginning September 30, 1999 # While discrete about their investment approach, Cascade follows three basic themes: — Diversification away from technology into a variety of old economy stocks — Biotechnology and healthcare, particularly focused on genomics and potential cures for cancer — Investments in companies focused on reducing global poverty and hunger # Style: Specialty # Orientation: Active # Turnover: Low Key Contacts Name            Title Michael Larson            Chief Investment Officer Alan Heuberger            Portfolio Manager Robert P. Thomas            Portfolio Manager Rohan Rangaraj            Analyst Portfolio Composition % Assets Above/Below S&P 500 60.0

30.0 50.0 17.0 15.0 30.0 26.0 0.0 (30.0) (50.0) (70.0) (74.0) (83.0) (85.0) (60.0) (90.0)

GR            Ytd            P/E            P/B            Beta Portfolio Distribution By Market Capitalization Mid            Small

3% 1%

Large 96% Industry Weightings            Relative to S&P 500

Technology 83.7% (4.7) Consumer Discretion 4.7% (0.3) Industrials 3.7% (0.7) Health Care 3.7% (0.3) Financials 1.9% (0.1) Energy 1.0% (0.2) Telecommunication 0.5% (0.1) Utilities 0.4% (0.1) Materials 0.2% (0.1) Consumer Staples 0.1% (0.0)

Source: Thomson Financial

Scott Shareholder Analysis 38

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CONFIDENTIAL VI. Preliminary Credit Perspectives Preliminary Credit Perspectives 39

cablesouth\2004-0825 Discussion Materials\Presentation\17 Project Olympic Discussion.doc ackerd 24 Aug 2004 18:25 40/47 CONFIDENTIAL Preliminary Credit Perspectives Scott – Debt Capacity In assessing Scott’s debt capacity, greater focus should be placed on Moody’s ratings to reflect differences between Moody’s & S&P in analytical approach & views on the cable sector # As evidenced by the ratings of Comcast (Baa3/BBB), Cablevision (Ba3/BB), Mediacom (B1/BB) and Insight (B1/BB) S&P is more sanguine than Moody’s with regard to credit quality among cable MSOs # Moody’s lower ratings therefore serve as more of a constraint with regard to the leveragability of cable assets at any given rating level # Moody’s and S&P also adopt different analytical approaches in assessing Scott, resulting in Moody’s ratings being more relevant in assessing the standalone credit quality of Scott — S&P utilizes a consolidated analytical approach in rating the Scott/Peter family of companies — S&P therefore equalizes the corporate credit ratings of Peter, Radio and Scott — As a result, S&P’s ratings do not capture any differences in the standalone credit quality of each of the rated entities within the family of companies — Moody’s analysis is based upon assessments of the standalone credit quality of each of the entities within the family of companies — Moody’s senior unsecured ratings are therefore different for each of the rated entities within the family Company Senior Unsecured Rating Peter Baa1 Scott Baa2 Radio Baa3 Preliminary Credit Perspectives 40

CONFIDENTIAL

Preliminary Credit Perspectives Scott – Debt Capacity

While both rating agencies placed the ratings of Peter and Scott on review for downgrade following announcement of the proposed transaction, the different analytical approaches resulted in different outcomes

- Reflecting their consolidated analytical approach, S&P placed the ratings of all three rated entities on review for downgrade while Moody’s did not place the ratings of Radio on review

- Assuming the transaction is completed as announced, S&P indicated that ratings of all three rated entities would likely be lowered to BBB- reflecting the ability of the consolidated family to absorb any incremental debt

- Moody’s has given no indication of the likely magnitude of any downgrade for either Peter or Scott given uncertainty with regard to the ultimate placement of debt within the two companies

- The following leverage targets have been derived for Scott in order to provide some indication of the extent of a downgrade based upon resultant Debt/EBITDA levels

- Given the relative stability of Scott’s subscription-based business model, anticipated EBITDA growth and the extent of free cash flow generation leverage levels can initially peak above the targets providing free cash flow is utilized to reduce leverage to the levels shown below within approximately 12 months

- Scott’s debt capacity also benefits from the value of the company’s 25% stake in Discovery

Debt / EBITDA Guidelines 1

Peak Leverage            Steady State Leverage

Baa2 3.9x            Baa2 3.25x Baa3 4.7x            Baa3 4.00x Ba1 5.4x            Ba1 4.75x Ba2 6.2x            Ba2 5.50x Ba3 6.9x            Ba3 6.25x

1 GS Internal Estimates Preliminary Credit Perspectives 41

CONFIDENTIAL

Preliminary Credit Perspectives Illustrative Leveraged Repurchase of Scott Equity by Peter ($ in millions, except per share data) Assumes Scott Incremental Leverage of $6.7bn (and Total Leverage of $13.2bn / 5.4x LTM EBITDA) based on 210mm Shares Purchased at $32/share Transaction Assumptions            Sources and Uses of Funds: $32.00 Purchase Price per Share

Offer Price $ 32.00 Shares Purchased with Scott Debt 210 x LTM      % of Total Shares Purchased 239 Base Purchase Price $32.00 Sources of Funds            EBITDA            Total Scott Equity Purchased $ 7,656 Maximum Additional Leverage $6,720 Existing Senior Debt $ 6,514 2.7 x 46% % Ownership 38% x LTM EBITDA 2.8 x New Term Loan(s) 6,720 5.4 x 47% Financing Fees 134 Equity Contribution from Peter 1,071 5.9 x 7% Total Investment $ 7,791 Implied Equity Contribution $1,071 Total Sources $14,305 5.9 x 100% Operating Financial Plan — GS Research      % of LTM            Pro Forma            Uses of Funds            Total Year Ended Dec 31, 12/31/04 2005E 2006E 2007E 2008E 2009E 2010E Scott Equity Purchase $ 7,656 54% Revenue $ 6,431 $ 7,043 $ 7,626 $ 8,131 $8,586 $8,985 $9,396 Existing Senior Debt 6,514 46% Growth 9.5% 8.3% 6.6% 5.6% 4.6% 4.6% Financing Fees 134 1% EBITDA 2,435.8 $ 2,702 $ 2,964 $ 3,169 $3,344 $3,646 $3,820 Total Uses $14,305 100% Margin 37.9% 38.4% 38.9% 39.0% 38.9% 40.6% 40.7% Net Income $ 256 $ 125 $ 362 $ 560 $ 747 $1,047 $1,273 Capital Expenditures 1,388 1,248 1,196 1,064 978 972 945 Illustrative IRR Analysis (Assumes 2009 Exit) Levered FCF $ 539 $ 739 $ 905 $ 1,110 $1,267 $1,445 $1,646 Purchase Price per Share $32.00 $34.00 $ 36.00 $38.00 $40.00 $42.00 $ 44.00 Debt Paydown Schedule and Credit Statistics 7.0 x 44.4% 34.1% 27.1% 21.8% 17.6% 14.2% 11.3% Year Ended Dec 31, 2004E (PF 2005E 2006E 2007E 2008E 2009E 2010E 8.0 x 49.9% 39.2% 31.9% 26.5% 22.1% 18.5% 15.5% Total Debt $13,234 $12,455 $11,550 $10,439 $9,172 $7,727 $6,081 9.0 x 54.7% 43.7% 36.1% 30.5% 26.0% 22.3% 19.2% Cash 40 0 0 0 0 0 0 Exit EBITDA Multiple 10.0 x 58.9% 47.6% 39.9% 34.1% 29.5% 25.7% 22.5% Net Debt $13,194 $12,455 $11,550 $10,439 $9,172 $7,727 $6,081 11.0 x 62.8% 51.2% 43.3% 37.3% 32.6% 28.7% 25.4% Leverage Ratios Total Debt / EBITDA 5.4 x 4.6 x 3.9 x 3.3 x 2.7 x 2.1 x 1.6 x Total Debt / (EBITDA — CapEx) 12.6 8.6 6.5 5.0 3.9 2.9 2.1 Coverage Ratios EBITDA / Total Int. Exp. 3.3 x 3.8 x 4.2 x 4.5 x 4.9 x 6.2 x 8.1 x (EBITDA-CapEx) / Total Int. Exp 1.4 2.0 2.5 3.0 3.4 4.6 6.1 Source: GS Research

Note: Assumes transaction date of December 31, 2004. Assumes interest rate on new term loan(s) of L+200 bps and 2.0% financing fees. Preliminary Credit Perspectives 42

CONFIDENTIAL Appendix A: Minority Buyout Premium Analysis

Minority Buyout Premium Analysis 43

CONFIDENTIAL Minority Buyout Premium Analysis Cash Transactions Initial            Inside            Aggregate 52-Week            Premium over            Percent            Ownership            Consid. for

Effective            High Prior            Initial Bid            Initial 52- Final Bid            Final            Increase in            before the            Amt. Acq’d. Target Eq./ Acceptance Date            Date            Target            Acquiror            to Ann. per Share            Premiuma            Week High            per Share            Premiumb            Offerc            Transaction (000s) Acq. Eq. Value            Rate

1 02-Jun-03 Aug-03 Ribapharm            ICN Pharmaceuticals $9.45 $5.60 10.2% (40.7)% $6.25 23.0% 11.6% 80% $187,273 61% 98% 2 19-Feb-02 Apr-02 Travelocity.com            Sabre Holdings 37.90 23.00 19.8% (39.3)% 28.00 45.8% 21.7% 70% 447,158 16% 87% 3 10-Oct-01 Nov-01 TD Waterhouse            Toronto Dominion 17.94 9.00 45.2% (49.8)% 9.50 53.2% 5.6% 89% 402,556 15% 100% 4 22-Aug-01 Sep-01 Homeservices.com            MidAmerican Energy Holdings 13.20 17.00 38.8% 28.8% 17.00 38.8% 0.0% 84% 33,000 N/A 50% 5 21-Aug-01 Feb-02 Spectra Physics            Thermo Electron 72.25 20.00 46.1% (72.3)% 17.50 27.8% (12.5)% 80% 83,000 6% 82% 6 04-Jun-01 Dec-01 Liberty Financial Cos. Liberty Mutual Insurance 47.22 33.70 (0.3)% (28.6)% 33.70 (0.3)% 0.0% 70% 536,005 N/A 87% 7 23-May-01 Sep-01 Unigraphics Solutions            Electronic Data Systems 24.56 27.00 26.7% 9.9% 32.50 52.5% 20.4% 86% 209,000 3% 64% 8 26-Mar-01 Aug-01 CSFBdirect            Credit Suisse First Boston 16.00 4.00 60.0% (75.0)% 6.00 140.0% 50.0% 82% 74,000 1% 100% 9 27-Oct-00 Mar-01 Azurix Corp. Enron 14.19 7.00 96.6% (50.7)% 8.38 135.4% 19.7% 65% 330,000 1% NM 10 21-Sep-00 Mar-01 Hertz Corp. Ford Motor 51.75 30.00 23.7% (42.0)% 35.50 46.4% 18.3% 82% 721,000 5% 97% 11 24-Apr-00 Jul-00 Cherry Corp. Investor Group 16.50 18.75 44.2% 13.6% 26.40 103.1% 40.8% 51% 144,000 N/A 100% 12 27-Mar-00 Jun-00 Hartford Life (ITT Hartford) Hartford Financial Services 55.00 44.00 8.6% (20.0)% 50.50 24.7% 14.8% 80% 1,325,000 63% 93% 13 23-Mar-00 Jun-00 Homestead Village            Security Capital Group 4.38 3.40 26.5% (22.3)% 4.10 52.6% 20.6% 72% 157,000 46% 100% 14 21-Mar-00 Apr-00 Travelers Property Casualty            Citigroup Inc 40.94 41.5 23.2% 1.4% 41.95 24.5% 1.1% 85% 2,449,297 10% 100% 15 16-Mar-00 Sep-00 Vastar Resources            BP Amoco 71.63 71.00 12.5% (0.9)% 83.00 31.5% 16.9% 81% 1,575,663 4% 95% 16 14-Mar-00 Jun-00 Howmet International            Alcoa 17.80 18.75 1.4% 5.3% 21.00 13.5% 12.0% 81% 349,000 15% 77% 17 31-Jan-00 Apr-00 Thermo BioAnalysis            Thermo Instrument Systems 26.06 28.00 51.4% 7.4% 28.00 51.4% 0.0% 70% 168,000 21% 54% 18 01-Dec-99 Apr-00 Boise Cascade Office Products            Boise Cascade 15.38 13.25 15.2% (13.8)% 16.50 43.5% 24.5% 81% 205,000 38% 93% 19 05-Nov-99 Nov-99 PEC Israel Economic Corp            Discount Investment 36.50 36.50 0.2% 0.0% 36.50 0.2% 0.0% 56% 320,000 31% 70% 20 07-May-99 Jul-99 J Ray McDermott SA            McDermott International 47.00 35.62 16.8% (24.2)% 35.62 16.8% 0.0% 63% 514,540 72% 100% 21 01-Apr-99 Aug-99 Aqua Alliance            Vivendi SA 3.31 2.00 (11.1)% (39.6)% 2.90 28.9% 45.0% 78% 117,000 3% 77% 22 24-Mar-99 Nov-99 Knoll Inc. Warburg, Pincus Ventures 28.00 25.00 63.9% (10.7)% 28.00 83.6% 12.0% 58% 490,820 N/A 100% 23 19-Mar-99 Jul-99 Spelling Entertainment Group            Viacom 9.50 9.00 33.3% (5.3)% 9.75 44.4% 8.3% 81% 191,600 2% 100% 24 27-Oct-98 Dec-98 Citizens Corp. (Hanover Ins. Co.) Allmerica Financial Corp. 34.94 29.00 5.2% (17.0)% 33.25 20.6% 14.7% 82% 212,400 36% 100% 25 19-Oct-98 Feb-99 BRC Holdings Inc. Affiliated Computer Services 21.25 19.00 16.9% (10.6)% 19.00 16.9% 0.0% 51% 131,900 32% 100% CASH DEALS Mean 27.0% (19.9)% 44.8% 13.8% 74% 23% 88% 25 Median 23.2% (17.0)% 38.8% 12.0% 80% 15% 96% High 96.6% 28.8% 140.0% 50.0% 89% 72% 100% Low (11.1)% (75.0)% (0.3)% (12.5)% 51% 1% 50%

(a) Initial premium compares the initial bid per share to the target’s last published closing price per share prior to the initial deal announcement.

(b) Final premium compares the final bid per share to the target’s last published closing price per share prior to the initial deal announcement.

(c) Percent increase in offer compares the final bid per share to the initial bid per share. Minority Buyout Premium Analysis 44

CONFIDENTIAL Minority Buyout Premium Analysis Stock Transactions Final Exch. Ratio            Inside Pre-Ann. Initial            Initial Premium            Final            Premium over            Percent            Ownership            Aggregate Consid.

Date of            Implied Exch. Bid            over Implied            Bid            Implied Exch. Increase in            before the            for Amt. Acq’d. Target Eq./ Acceptance Ann. Effective            Target            Acquiror            Ratioa            Exch. Ratio            Exch. Ratiob            Exch. Ratio            Ratioc            Offerd            Transaction (000s) Acq. Eq. Value            Rate

1 06-Oct-03 e            Dec-03 UGC Europe            UnitedGlobalCom 8.20x 9.00x 9.8% 10.30x 25.6% 14.4% 67% $1,320,246 98% NA 2 23-May-03 Sep-03 Fidelity National Info. Solutions            Fidelity National Financial 0.52 0.64 24.1% 0.64 24.1% 0.0% 66% 391,891 15% 86% 3 10-Apr-03 f            Jun-03 Hotels.com            Interactive Corp 1.68 1.81 7.5% 2.40 42.8% 32.9% 68% 1,237,180 19% 85% 4 19-Mar-03 f            Aug-03 Expedia            Interactive Corp 1.25 1.35 7.5% 1.93 53.8% 43.0% 61% 3,636,000 30% 73% 5 10-Oct-02 f            Jan-03 Ticketmaster            Interactive Corp 0.75 0.81 7.5% 0.94 24.6% 15.9% 62% 841,051 24% 94% 6 20-Aug-02 Oct-02 Pure Resources            Union Oil of California 0.51 0.65 27.0% 0.74 44.0% 13.4% 58% 456,390 11% 83% 7 15-Feb-02 Jun-02 NRG Energy            Xcel Energy 0.42 0.48 15.0% 0.50 18.7% 3.2% 73% 672,556 24% 95% 8 04-Feb-02 Mar-02 Intimate Brands            Limited 0.99 1.05 6.1% 1.10 11.6% 5.2% 84% 1,644,700 95% 88% 9 07-Nov-01 Jan-02 Aquila (Utilicorp United) UtiliCorp United 0.60 0.69 15.0% 0.69 15.1% 0.0% 80% 414,174 44% 100% 10 04-Oct-01 Dec-01 TyCom            Tyco International Ltd. 0.20 0.30 48.0% 0.31 54.7% 4.6% 89% 856,407 5% 100% 11 15-Aug-00 Feb-01 Infinity Broadcasting Corp            Viacom Entertainment 0.50 0.56 13.6% 0.59 19.2% 5.0% 64% 13,649,043 36% 95% 12 31-Jan-03 g            Jun-00 Thermo Instrument Systems            Thermo Electron 0.83 0.85 2.3% 0.85 2.3% 0.0% 70% 832,000 63% 50% 13 31-Jan-00 Jun-00 Thermedics            Thermo Electron 0.38 0.45 19.2% 0.45 19.2% 0.0% 66% 169,000 10% 75% STOCK DEALS Mean 16.1% 27.5% 10.3% 70% 31% 85% 12 Median 14.3% 21.7% 4.8% 67% 24% 87% High 48.0% 54.7% 43.0% 89% 95% 100% Low 2.3% 2.3% 0.0% 58% 5% 50%

(a) Pre-announcement implied exchange ratio calculated as the target’s last published closing price prior to the announcement of the initial exchange ratio divided by the acquiror’s last published closing price prior to the announcement of the initial exchange ratio.

(b) Initial premium over implied exchange ratio compares the initial bid exchange ratio to the pre-announcement implied exchange ratio.

(c) Final exchange ratio premium over implied exchange ratio compares the final exchange ratio to the pre-announcement implied exchange ratio.

(d) Percent increase in offer compares the final exchange ratio to the initial bid exchange ratio.

(e) Final bid per Peter revised proposal of 10.3 Peter shares per Scott share per 12-Nov-2003 press release. Based on 12-Nov-2003 share price. Included for comparison purposes only. Not included in mean, median, high and low calculations.

(f) On 3-Jun-2002, USAInteractive (“USAI” now InterActiveCorp) launched a tender offer for the remaining publicly traded shares of Expedia, Hotels.com and Ticketmaster.com. The exchange ratio for each of the offers represented a 7.5% premium to each of the 31-May-2002 closing stock prices of Expedia, Hotels.com and Ticketmaster.com, respectively. On 5-Jun-2002, USAI announced that, due to market reaction, it would not commence any of the exchange offers and that it did not have any intention at that time to increase any of the exchange ratios applicable to the exchange offers. USAI, however, affirmed its intention to unify USAI with its majority owned public subsidiaries and announced that it would work with the special committee formed by the respective boards of directors to discuss possible alternative transaction structures to accomplish its goals. For the purposes of this analysis, the initial premium is shown as of 3-Jun-2002 and the final premium is shown as of the date of announcement of the respective privately negotiated transactions.

(g) Based on 8-Mar-2000 announcement of exact exchange ratio of 0.85x Thermo Electron Shares. Minority Buyout Premium Analysis 45

EX-99.C.6

Exhibit (c)(6)

Project Olympic Discussion Materials

Goldman, Sachs & Co. September 28, 2004

Today’s Agenda

I. Review Scott’s Leadership Position in the Cable Industry

II. Provide Perspectives on the Updated LRP III. Valuation Implications for Scott IV. Conclusions

I. Review Scott’s Leadership Position in the Cable Industry

Scott Industry Leadership

Scott Exhibits Multiple Sources of Differentiation

1. Superior execution of business model

Experienced and well-regarded management team

Leading brand in cable industry

Leader in triple-play bundling strategy

Strong customer care and leading customer satisfaction ratings

2. Strong operating asset profile

Concentration of 80% of subscribers in 12 clusters

Integrated billing and administrative platform benefits cost structure

Highest quality plant, 70% upgraded to 750 MHz and 23% upgraded to 860 MHz

3. Robust financial performance

Highest levels of growth and improving profitability in the industry

Decreasing capital expenditure needs will result in substantial increases in free cash flow and net income generation for the foreseeable future

New services provide very high returns on capital

Strong balance sheets at both Peter and Scott with significant debt capacity and deleveraging capability

Scott Industry Leadership

Strength of Integrated Communications Provider Model

# Scott has derived significant benefits from Bundled Customers (000s) its bundling strategy:

Incremental penetration 40% 2,500 38% Operational efficiencies 36% Higher profitability 33% 599 658 Monthly churn reduction 2,000 31% 530 Video Only: 2.6% 471 415

2 Products: 2.3% 1,500 3 Products: 1.5% # After the Las Vegas rollout is completed, 72% of Scott homes passed can receive 1,000

1,723 1,808 1,816 voice services 1,623 1,503

# Scott expects to realize additional benefits 500 from its bundling strategy through the rollout of enhanced entertainment services Entertainment on Demand 0 2Q03 3Q03 4Q03

1Q04 2Q04

DVR HDTV 2-Product 3-Product

Scott Industry Leadership Superior Market Position Scott Action            Outcome

Video

# Bundling strategy ##Lower penetration of DBS in Scott markets vs. peers # Competitive digital pricing strategy ##Higher basic subscriber growth

HSD

# Bundling and tiering ##Maintaining 70% market strategy share in HSD

# Focus on successful ##Higher HSD penetration customer experience and revenue growth than (J.D. Power award and peers PC Magazine A+ Rating)

Scott Industry Leadership

Higher Quality Revenue Stream

Cable Revenue Growth (a) Revenue Generating Units

13.5% 13.8% Digital 44%42%41% 40% 11.7% 12.1% 58% 43% 57% 56%55%54% 11.4% 9.0%9.6% 9.5% 8.5% 8.5% HSD 38% 38%39% 39%40% 37%39%39%41%41% Telephony 19% 19% 19% 20% 20% 5% 5% 5% 4% 4% 2Q03 3Q03 4Q03 1Q04 2Q04 2Q03 3Q03 4Q03 1Q04 2Q04 Scott            Peer Average(b) Scott            Peer Com posite (c)

Basic Penetration Ad Revenue / Subscriber (d)

61.5% $64 60.9% 60.9% 60.8% 60.8%

60.0% $56 $53 $49

57.5% 56.9% 56.5% 56.1% 55.8% 55.2% 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 Scott            Cablevision            Comcast            Time Warner Cable Scott            Peer Average(c)

Source: Scott Rating Agency Presentation (August 2004) (a) Calculated on a subscriber weighted average basis. (b) Includes Comcast, Time Warner Cable, Cablevision, Charter, Mediacom and Insight.

Scott Industry Leadership

Productivity Improvements Drive Leading Profitability Increases

Initiatives Cable EBITDA Margin

# Increase field service efficiency and effectiveness 3.5% margin improvement by Scott over period vs. 1.6% by the Peer group Increase self-installation by 38.6% 38.6% 38.4% subscribers 38.0% Multiple product installations on 37.5%

one customer visit 37.3%

37.1% 37.1% 37.0%

36.9% # Lower call volume into the call center 36.7% Provide alternatives such as web mail, FAQs, etc.

Increase ease of self-installation and product use 35.1%

Stabilize HSD network # Renegotiation of programming contracts

# Decrease churn

Bundle and sell-in strategies Price/value equation 1Q03 2Q03 3Q03 4Q031Q04 2Q04

High level of customer service Scott            Peer Average (a)

Source: Scott Rating Agency Presentation (August 2004); Morgan Stanley Research; CSFB Research; Company SEC Filings

Scott Industry Leadership

Best in Class EBITDA Generation and Growth

EBITDA Growth (YoY) 5.9% average difference in EBITDA growth rate

18.0% 18.2% 17.7%

17.0% 15.4% 12.0% 10.6% 11.8% 11.3%

10.2% 10.3% 9.0% 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 Scott            Peer Average(a)

EBITDA / Basic Subscriber

$19.63 improvement by Scott over the period vs. $14.59 by Peer group

$92.12 $81.73 $83.99 $84.08 $80.08 $80.65 $72.49 $71.58 $71.97 $73.47 $73.87 $66.06

1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 Scott Peer Average (b)

Source: Morgan Stanley Research, CSFB Research; Company SEC Filings (a) Includes Comcast, Time Warner Cable, Cablevision, Charter, Mediacom and Insight.

Scott Industry Leadership

Declining Capital Expenditures and Benefits of Previous Investment Drive Substantial FCF Growth

Overview Scott Capital Expenditures ($mm)

# Over 93% of plant upgraded to 750 0 2 0

1 0 — E 9 $2,070 C G A R( MHz or higher 11)%

$1,820 $1,473 $1,268

# Select upgrades will occur in 2004- $1,130 2005$831 # Large percentage of capex is success-based 2001A 2002A 2003A 2004E 2006E 2009E

Scott (EBITDA - Capex) / Subscriber # Customers are increasingly buying 48

% R AG

cable modems E C

-06 % 003 32 2 GR $449.15

84% of high-speed Internet CA

09E 03- subscribers own their modems 20 $275.37

$153.02

# VoIP potentially offers a capex $84.62 advantage of almost 40% per ($15.69) customer vs. the comparable circuit ($88.17) switched service 2001A 2002A 2003A 2004E 2006E 2009E

Source: Scott LRP (07-Sep-2004); Peter Rating Agency Presentation (August 2004); Morgan Stanley Research

Scott Industry Leadership

Most Attractive and Sustainable Future Growth Profile

Basic Penetration Cable Revenue Growth (YoY)

59.6% 59.0% 58.5% 11.4% 10.5% 54.9% 8.8%8.8% 53.5% 7.3% 7.8% 6.9% 52.4% 6.1%

2004E 2006E 2008E 2004E 2006E 2008E 2004E-2008E

CAGR

Scott Peer Average(a) Scott Peer Average (b)

Cable EBITDA Margin Cable EBITDA Growth (YoY)

Scott margin improvement of 2.4% over the period vs 1.4% for the Peer group 15.1% 40.3% 13.2% 39.6% 39.7% 12.3%

39.4% 10.5% 38.3% 9.3%9.3% 37.9% 8.1% 6.5%

2004E 2006E 2008E 2004E 2006E 2008E 2004E-2008E

CAGR

Scott Peer Average(b) Scott Peer Average(b)

Source: Morgan Stanley Research; CSFB Research (a) Includes Comcast, Time Warner Cable, Cablevision, Charter, Adelphia and Insight.

Scott Industry Leadership

Scott’s Differentiated Strategy (More Than Scale) Drives Leading FCF Generation and Growth

(EBITDA — Capex) / Subscriber Capex / Revenue

Scott increase of $201 over the period vs $130 37.8% 37.5% for the Peer group $361.5 $299.9 22.5% $269.3 $245.4 21.2% 15.2% 17.9% $160.6 $170.3 15.8% 14.6% 12.8% 12.4%

2004E 2006E 2008E 2004E-2008E CAGR 2002A 2004E 2006E 2008E Scott            Peer Average(a) Scott            Peer Average(a)

Programming Costs / SG&A and Marketing Expenses / Basic Subscriber Total Revenue

$271 $271 $243 $247 29.2% 26.1% 27.7%

25.4% 25.4%24.6% $204 $215 22.7% 22.2% $166 $175

2002A 2004E 2006E 2008E 2002A 2004E 2006E2008E Scott            Peer Average(b) Scott            Peer Average(b)

Source: Morgan Stanley Research, CSFB Research

Scott Industry Leadership

Additional Highly Attractive and Undervalued Assets

Discovery Discovery Financial Profile

# Premier cable network with significant ‘02A-’04E ‘04E-’08E

CAGRCAGRRevenueEBITDA

brand equity and unique contentRevenue: 19.6% 18.3% $4,811 EBITDA: 38.3% 35.7% # Last independent major cable network $3,628 # Global platform with international $2,454 $2,449 $1,716 $1,530 network operation $723 $378 # Multiple media platform of distribution, including retail, consumer products, Growth 2002A 2004E 2006E 2008E catalog, and online and education Revenue: — 23.1% 20.7% 13.1% EBITDA Margin: 22.0% 29.5% 42.2% 50.9%

platforms

Scott Business Services Scott Business Services Profile

# Scott has the largest commercial ‘02A-’04E ‘04E-’09E

CAGRCAGR            Revenue            EBITDA $889 telephony business of any MSO Revenue: 22.6% 17.5%

$7

78

EBITDA: 44.3% 20.0% $676 # Significant growth potential with over $579 $489 $472 $10 billion in business telecom $397 $400 $316 $333 $264 $272 spending in Scott franchise areas $223

$160 $107 # Focus in expanding target markets to include government, education, and Growth 2002A 2003A 2004E 2005E 2006E 2007E 2008E 2009E healthcare verticals Revenue: — 19.8% 25.5% 23.2% 18.4% 16.8% 15.1% 14. EBITDA Margin: 40.5% 50.6% 56.1% 55.8% 57.5% 59.1% 60.7% 62.

Source: Scott Management; Scott LRP (07-Sep-2004); Discovery Management Plan (provided by Scott Management)

II. Perspectives on the Current LRP

Perspectives on the Current LRP The Current LRP is In Line with the Street’s Expectations — Only 3% Above the 2005 Median for EBITDA and 8% Above the 2006 Median for EBITDA ($ in millions) Total Revenue            Total EBITDA

Broker            Analyst            Date            FY Dec 2005 FY Dec 2006 FY Dec 2005 FY Dec Barrington Research            Goss 02-Aug-2004 $7,304 N/A $2,870 N/A Fall 2003 Scott LRP            Fall 2003 7,439 8,307 2,833 3,252 September 2004 Scott LRP            September 2004 7,196 7,972 2,824 3,227 Bernstein & Co. Moffett 31-Jul-2004 7,140 7,873 2,810 3,138 Prudential Equity Group            Styponias 06-Aug-2004 7,115 7,681 2,796 N/A Friedman, Billings, Ramsey            Bezoza 03-Aug-2004 7,228 7,974 2,785 3,144 Sturdivant & Co. Schleinkofer 31-Jul-2004 7,160 7,742 2,782 3,066 Wachovia Securities            Wlodarczak 29-Jul-2004 7,075 7,657 2,753 3,016 A.G. Edwards and Sons            Kupinski 30-Jul-2004 7,239 N/A 2,752 N/A Bear, Stearns & Co. Katz 02-Aug-2004 7,168 N/A 2,751 N/A Banc of America Securities            Shapiro 30-Jul-2004 7,026 N/A 2,744 2,979 J.P. Morgan            Bazinet 04-Aug-2004 7,132 N/A 2,743 N/A SG Cowen            Singer 04-Aug-2004 7,085 7,608 2,742 2,990 Calyon Securities            Mesniaeff 31-Jul-2004 7,135 7,739 2,742 3,034 Mean 7,127 7,724 2,736 3,003 Stifel Nicolaus & Co. Henderson 04-Aug-2004 7,137 7,905 2,730 3,054 Median 7,126 7,681 2,730 2,980 Morgan Stanley            Bilotti 30-Jul-2004 7,131 N/A 2,729 N/A Thomas Weisel Partners            Zachar 30-Jul-2004 7,105 7,629 2,718 2,941 Merrill Lynch            Cohen 30-Jul-2004 N/A            N/A 2,715 2,980 Tradition Asiel Securities            Shim 30-Jul-2004 7,096 7,692 2,714 2,994 UBS            Bourkoff 03-Aug-2004 7,055 7,576 2,708 2,915 Goldman, Sachs & Co. Rosenstein 02-Aug-2004 7,043 7,626 2,702 2,964 Janco Partners            Harrigan 31-Jul-2004 7,191 N/A 2,682 N/A Kaufman Bros            Roberts 03-Aug-2004 7,139 7,700 2,680 2,921 Schwab Soundview            Hill 02-Aug-2004 7,032 7,503 2,677 2,837 Lehman Brothers            Jayant 30-Jul-2004 N/A            N/A 2,668 2,923 Credit Suisse First Boston            Warner 03-Aug-2004 6,965 7,446 2,656 2,835 Deutsche Bank            Mitchelson 04-May-2004 6,936 7,402 2,654 2,854 RBC Capital Markets            Atkin 09-Aug-2004 7,126 N/A 2,651 N/A CIBC World Markets Corp. Carr 02-Aug-2004 N/A             N/A            N/A            N/A Fulcrum Global            Greenfield 31-Jul-2004 7,118 N/A            N/A            N/A Legg Mason Wood Walker            Zito 30-Jul-2004 7,031 N/A            N/A            N/A Citigroup            Gupta 03-Aug-2004 N/A            N/A            N/A            N/A Blaylock & Partners            Mitchell 14-Jul-2004 7,130 N/A            N/A            N/A Davenport & Co. of VA            Johnstone 06-Aug-2004 N/A            N/A            N/A            N/A

Perspectives on the Current LRP

Plan Takes Into Account the Changing Environment

“Our work has relied on the revised long-range plan for the Company, which we believe has been prepared by the Company’s management team in good faith based upon their best current estimates of the Company’s future performance” (a)

# Key Revenue Drivers

Video Basic penetration declines from 60% in 2004 to 59% in 2008, compared to 60% in 2008 in the last LRP

Basic ARPU increases 3.2% sufficient to offset programming cost increases, compared to 4.3% in the last LRP

Digital penetration (% of basic subs) increases from 39% in 2004 to 49% in 2008, compared to 53% in 2008 in the last LRP

HSD Introduction of tiered pricing causing penetration to reach 41% in 2008 and ARPU to fall to $35.73 in 2008, compared to 2008 penetration of 39% and 2008 ARPU of $41.60 in the last LRP

Voice 2008 penetration of 35% vs. 40% for the last LRP due to greater degree of wireless substitution and ARPU falling 4% per annum to $36.50, compared to flat previously

# Selected Cost Drivers

Programming costs increase at a CAGR of 9.4% from 2004E-2008E in the Sept. 2004 LRP, compared to an 11.0% CAGR in the Fall 2003 LRP based on the completion of major contract renegotiations(b)

Total direct costs increase at a CAGR of 8.9% from 2004E-2008E in the Sept. 2004 LRP, compared to an 11.5% CAGR in the Fall 2003 LRP

During that same time frame, HSD direct costs increase at a CAGR of 2.8% in the Sept. 2004 LRP, compared to a 10.9% CAGR in the Fall 2003 LRP

Operating expenses increase at a CAGR of 7.5% from 2004E-2008E in the Sept. 2004 LRP, compared to a 9.2% CAGR in the Fall 2003 LRP

Perspectives on the Current LRP

The current plan does not reflect various sources of upside given management’s desire to balance customer needs, growth, capital investment and returns

# More aggressive rollout of DVR and EOD Services Pent-up demand for DVRs exists in Scott markets

Comcast and Time Warner Cable more aggressive on both offers

# Faster shift of narrowband to broadband Tiering benefits Product awareness accelerating # VoIP to remaining markets Preliminary plans show attractive returns in 4 of 5 markets

Source: Scott LRP (07-Sep-2004)

Perspectives on the Current LRP

Leading Analysts Are Optimistic About Cable’s Future Prospects

# Scott is well-positioned relative to DBS competitors due to the Company’s focus on video enhancements (DVRs, EOD, HD)

# Scott is well-positioned relative to RBOC competitors due to strong bundle penetration and its HSD price-tiering strategy

- Scott Investor Presentation, Jun-2004

Analyst Commentary

“Scott made an early commitment to deploying three product bundles. As a result, it has used this strategy to drive unit growth that has been at the upper end of the industry’s range and it has maintained stable price structures. Even when the RBOCs have attempted to use price as a weapon, Scott has demonstrated stable market shares” - Richard Bilotti, Morgan Stanley, 30-Jul-2004

“While Cablevision has been somewhat vulnerable to satellite as shown by basic subscriber losses and its higher percentage of limited basic customers, Scott’s basic subscriber growth has remained fairly consistent over the past couple of years. The sustainability of the Scott strategy is demonstrated by its historical results” - Richard Bilotti, M organ Stanley, 09-Jul-2004

“We continue to believe that fears about Bell competition are overwrought...and that the rhetoric levels dramatically outweigh real price competition”

- Douglas Shapiro, Banc of America, 03-Aug-2004

“While we are not unmindful of increased DSL competition...we believe investor

fears of DSL competition and price wars are overblown” - Raymond Lee Katz, Bear Stearns, 30-Jul-2004

“The telcos’ public stance combined with Scott’s and Comcast’s pricing strategy suggests to us that a price war is not looming in the immediate horizon for the broadband service providers” - Jessica Reif Cohen, Merrill Lynch, 30-Jul-2004

“Cable telephony is a significant threat, and will almost certainly take a significant amount of market share from the RBOCs” - Frank Governali, Goldman Sachs, 16-Apr-2004

III. Valuation Implications for Scott

Value Implications for Scott

Exhibit Provided to the Special Committee by a Long-Term Institutional Shareholder of Scott

# Timing of offer opportunistic — cable valuations relative to industrials near an all-time low

# Currently, cable valuations are at a discount of approximately 30% to the historical average premium

Valuation Implications for Scott

Long-Term Shareholders Are Unanimous That the Offer Is Too Low

# "[Scott] is one of the most unique and valuable assets with the best management team in the cable or telecom industries. Free cash flow and ARPU progression are terrific and drive tremendous value for the long run . . . the fair price is significantly higher than the current offer”

# “I am writing to [the Special Committee] as a long-time shareholder who is extremely concerned that [Peter’s] bid is unfair to the shareholders of Scott. My concern is aggravated by the fact that Peter has a history of taking its subsidiaries private at the most opportune time for itself and at a disadvantaged time for their loyal minority shareholders”

# “Peter is a very smart buyer, picking a moment in time to make an offer when cable is undervalued”

# “As a long-term investor, it doesn’t feel very good to be bought out now and at this price, especially when trends are beginning to be very favorable . . . I refer you to the Merrill Lynch report [dated 30-Jul-2004] which has a price target of $48 and underscores the building blocksunderscores for the value we see”

# “A bid of $32 is clearly insufficient and an insult to investors who have the knowledge gained from investing in CATV for nearly 30 years”

# “This is an unfair price, especially given the future free cash flow generation of the Company . . . we would like to remain shareholders of Scott as we feel its best days are ahead”

Source: Based on communications with long-term shareholders of Scott in response to inbound calls received by the Special Committee

Valuation Implications for Scott The Offer Comes With Scott On the Verge of an Explosion in Free Cash Flow Unlevered Total Free Cash Flow (EBITDA — Capex) G R 26 % - -09E            CA $3,378

2004 $2,956 $2,482 $1,981 $1,476 $1,056 $556 $(153) $(811) $(785)

2000 2001 2002 2003 2004E 2005E 2006E 2007E 2008E 2009E Levered Total Free Cash Flow G R 29 % - -09E            CA

2004 $2,133 $1,732 $1,404 $1,005 $ 590 $ 635 ($123) ($400) ($1,493) ($1,943)

2000 2001 2002 2003 2004E 2005E 2006E 2007E 2008E 2009E Source: Public Filings, Morgan Stanley Research; Scott LRP (07-Sep-2004)

Valuation Implications for Scott

Divergence of Price Performance Relative to Comcast in the Month before the Offer

One-Year Performance Three-Month Performance

120% 105%

18-Dec-2003 Comcast announces $1bn 115% share repurchase authorization

100% 110%

105% 95% 100% 28-Apr-2004 Comcast 11-Feb-2004 Comcast Comcast            withdraws bid Indexed Prices announces bid            from Disney Indexed Prices 90% 95% for Disney 90% Comcast 85% 85% Scott            Scott

28-Jul-2004 One-Year Price Performance Comcast announces $1bn Three-Month Price Performance Scott (14.7)% increase in share repurchase Scott (15.6)% authorization

Comcast (11.1)% Comcast (9.2)% 80% 80%

Jul- Sep- Oct- Dec- Jan- Mar- Apr- Jun- Jul- Apr-2004 May-2004 Jun-2004 Jun-2004 Jul-2004 2003 2003 2003 2003 2004 2004 2004 2004 2004 Daily from 30-Apr-2004 to 30-Jul-2004 Daily from 30-Jul-2003 to 30-Jul-2004

Scott Comcast Scott Comcast

Valuation Implications for Scott Pre-Offer Price Was Not Representative of Historical Trading Values Pre-Offer Price (30-Jul-2004): $27.58 Implied 2005E      % Premium / Implied 2005E      % Premium /

Average            Offer            Subscriber (Discount) to Peer            Cable EBITDA (Discount) to Historical Period            Price            Premium            Multiple (a) Average (b) Multiple (a) Average (b) Offer $32.00 — $3,359 4.4% 8.4 x (2.0)% 3-Month 30.80 3.9% 3,239 0.7% 8.1 (5.5)% 6-Month 30.99 3.2% 3,258 1.3% 8.1 (5.0)% 2004 YTD 31.83 0.5% 3,342 3.9% 8.4 (2.5)% One-year 32.27 (0.8)% 3,385 5.2% 8.5 (1.3)% Three-year 32.23 (0.7)% 3,381 5.1% 8.5 (1.4)% Four-year 34.71 (7.8)% 3,628 12.8% 9.1 5.8% Five-year 36.62 (12.6)% 3,818 18.7% 9.5 11.4% 12-month High (c) $36.73 (12.9)% $3,829 19.0% 9.6 x 11.7% 12-month Low (c) 27.40 16.8% 2,901 (9.8)% 7.3 (15.4)% Cascade Private Placement 37.00 (13.5)% 3,856 19.9% 9.6 12.5% (22-Oct-2001) (c) Source: FactSet, Scott LRP (07-Sep-2004)

(a) Assumes pre-tax value of Discovery at $3,700mm and CBS at 7.0x 2005E EBITDA. (b) Peer average includes Comcast, Cablevision, Insight and Mediacom as of 24-Sep-2004.

Valuation Implications for Scott

Leading Research Analysts Recognize Significant Upside in Scott’s Stock Price Relative to the Offer Price

Firm Pre-Offer Price Target Recent Analyst Commentary

Merrill Lynch (II Ranked) $48 Cable Industry Stifel Nicolaus & Co. 45 “Under our base-case forecasts, we estimate that the intrinsic values of the Barrington Research 44 cable and DBS stocks are 40-50% above current trading levels” Wachovia 44 - Richard Bilotti, Morgan Stanley, 9-Jul-2004 Banc of America (II Ranked) 42 Bear Stearns (II Ranked) 42

Scott Morgan Stanley (II Ranked) 41

Deutsche Bank 40 “Scott had another quarter of strong revenue growth and EBITDA growth and Bernstein & Co. 40 further expanded margins” Blaylock & Partners 40 - Richard Bilotti, Morgan Stanley, 29-Jul-2004 Median 39 Janco Partners 39 “Scott continues to grow customer relationships, up 1.8% over the last twelve Mean 38 months. Bundling remains a key strategy. 29% of video customers subscribe to a two-product bundle up from 24% last year. Bundled customers not only RBC Capital Markets 38 generate a much higher return than video only customers but also have Friedman, Billings, Ramsey 38 significantly lower churn” Prudential Equity Group 37 - Doug Colandrea, Bear Stearns, 30-Jul-2004 CIBC World Markets Corp. 36 Citigroup 34 “In our view, Scott as the pioneer of the triple-play bundle and tight attention Calyon Securities 33 to customer service has many advantages in a more crowded, competitive Schwab Soundview 33 marketplace. We believe Scott’s fundamentals remain very healthy, with Kaufman Bros 32 HSD and cable telephony as growth products. Scott’s penetration rates for Credit Suisse First Boston 32 high-speed data and phone are merely 22% of the upgraded digital-UBS 30 broadband footprint, implying significant upside potential”

- Jessica Reif Cohen, Merrill Lynch, 30-Jul-2004

Top-4 Ranked Institutional Investor Analysts — Cable Industry (a) Mean $44 ”...[Peter] is taking on substantial leverage to do this deal,

sending its debt Median 42 below investment grade, and is substantially increasing its exposure to cable. High 48 We believe this is about as clear a signal as one could ever hope to get that Low 41 it considers public market values too low” - Douglas Shapiro, Banc of America, 03-Aug-2004

Valuation Implications for Scott Present Value of Future Stock Price 2-Year Forward 3-Year Forward Stock Price (12/31/06) Stock Price (12/31/07) 2007E            PV of 2008E            PV of Cable            Future            Implied            Cable            Future            Implied

EBITDA            Stock 2007E            EBITDA            Stock 2008E Multiple            Price            P/E            Multiple            Price            P/E 9% 8.5x $38.64 23.1x 8.5x $41.32 17.9x Cost of 9.0x $40.72 24.3x 9.0x $43.41 18.8x Equity 9.5x $42.80 25.6x 9.5x $45.50 19.7x 10.0x $44.88 26.8x 10.0x $47.59 20.6x 10% 8.5x $37.95 22.7x 8.5x $40.26 17.4x Cost of 9.0x $39.98 23.9x 9.0x $42.28 18.3x Equity 9.5x $42.02 25.1x 9.5x $44.31 19.2x 10.0x $44.05 26.3x 10.0x $46.34 20.1x

Source: Scott LRP (07-Sep-2004) Note: Analysis assumes CBS is valued at 7.0x forward EBITDA at each future date; assumes a current pre-tax Discovery valuation of $3,700mm,

Valuation Implications for Scott

Discounted Cash Flow per Share

2009E Scott Cable EBITDA Multiple

8.5x 9.0x 9.5x 10.0x

8.0% $44.44 $46.59 $48.74 $50.88 Scott 8.5% 43.65 45.75 47.86 49.96 Cable Discount Rate 9.0% 42.87 44.94 47.00 49.06 9.5% 42.12 44.14 46.16 48.19

Source: Scott LRP (07-Sep-2004) Note: DCF analysis assumes a base pre-tax value of Discovery at $3,700mm (16.0x 2005E EBITDA) and a CBS valuation based on a DCF with a 7.0x

Valuation Implications for Scott

Public Trading Analysis ($ in millions)

Premium to Comcast (‘05E EBITDA Multiple) Premium to Peer Average (‘05E EBITDA Multiple) (a) 15% 25% 15% 25% Reference Metrics 8.8 x 8.8 x 8.6 x 8.6 x

Implied Scott Multiples 10.1 x 11.0 x 9.9 x 10.7 x Scott 2005E EBITDA $2,552 $2,552 $2,552 $2,552 Implied Cable Enterprise Value $25,889 $28,140 $25,149 27,336 Implied Price Per Share (b) $39.04 $42.59 $37.87 $41.32

Scott Premium to Comcast Scott Premium to Peer Average 15% 25% Comcast 15% 25% Peer Average (a) 2005E EBITDA Multiple / ‘05-’06 Growth 0.8x 0.9x 1.0x 0.8x 0.9x 1.6x 2005E EBITDA Multiple / LT Growth (c) 1.0 1.1 1.3 1.0 1.0 1.5

(a) Peer average includes Comcast, Cablevision, Insight and Mediacom. (b) Assumes CBS value of $1,908mm (7.0x 2005E EBITDA multiple), $3,700mm Discovery value, net debt of $6,588mm and minority interest of $140mm

Valuation Implications for Scott

Discovery’s Growing Value Is Underappreciated by the Research Analysts ($ in millions)

Discovery Value = $3,700 / 16.0x 2005E EBITDA

Summary of Merrill Lynch Analysis(a) Comparison of Research to Management Plan

LowMediumHigh Management Plan

Total Established Operations$11,276 $12,218 $13,148 2004-08E CAGR Total Developing Operations$4,402 $4,969 $5,575 Revenue 18% $4,811 EBITDA 36% Total Enterprise Value$15,678 $17,186 $18,723 $4,254 Less: Net Debt(2,343 )(2,343 )(2,343 ) $3,628 Equity Valuation$13,335 $14,843 $16,380 $3,005 $3,124$3,379 Implied Scott Stake (24.9%) 3,320 3,696 4,079 $2,659 $2,897 Implied Value Per Share $5.23$5.83$6.43 $2,454 $2,430 Revenue $2,449 DCF Analysis (Management Case) $1,530$2,031$1,378 EBITDA $723 $711 $1,093 $896$1,051$1,283 Value of Scott Stake (pre-tax)(b)

2008E EBITDA Multiple 2004E 2005E2006E2007E2008E Management Plan            Morgan Stanley Research (10-Aug-2004)

10.0x 11.0x 12.0x 11% $4,183 $4,616 $5,049

Discount 12% 4,049 4,469 4,890 Rate 13% 3,920 4,328 4,737

Source: Wall Street Research; Discovery Management projections (provided by Scott Management); Merrill Lynch

Valuation Implications for Scott

CBS’ Growing Value Is Underappreciated by the Research Analysts ($ in millions)

CBS Value = $1,908 / 7.0x 2005E EBITDA

Implied CBS Valuation Comparison of Research to Management Plan

2005E EBITDA Multiple $778

TW US$676 ITC Telecom LEC            XOMeanMedian$579 Multiple4.9x6.1x7.5x 10.1x7.2x 6.8x $489$466$500 $397$396$432 Ent. Value $1,346 $1,671$2,033 $2,755$1,951 $1,852 $351 Revenue $400$472 $272$333 EBITDA $223 $139 $180 $177 $193 $209 2004E 2005E 2006E 2007E 2008E

Management Plan            Morgan Stanley Research (10-Aug-2004) Comparable Growth Profile            DCF Analysis

Revenue Growth EBITDA Growth CBS Enterprise Value ‘04E- ‘04E-’09E ‘04E- ‘04E-’09E 2009E CBS EBITDA Multiple Company ‘05E CAGR ‘05E CAGR

5.0x 6.0x 7.0x

ITC 4.9% 8.1% 23.2% 19.9 %

Time Warner Telecom 18.7 11.0 4.3 13.7 8.0% $2,512 $2,910 $3,308 US LEC 11.9 11.9 33.4 25.5 XO Communications 16.5 6.9 NM NM Rate 8.5% 2,467 2,857 3,248 Mean 13.0% 9.5% 20.3% 19.7 % Discount 9.0% 2,424 2,806 3,189 Median 14.2% 9.6% 23.2% 19.9 % 9.5% 2,381 2,756 3,131 Scott Business Services 23.2% 17.5% 22.4% 20.0 %

Valuation Implications for Scott

The Combined Value of Discovery and CBS Is Significantly Higher Than the Valuation Metrics Cited in the Citigroup / Lehman Presentation ($ in millions)

Other Asset Value

Discovery Value (Pre-Tax) $3,300 $3,700 $4,100 $1,600 $4,900 $5,300 $5,700 CBS Value 1,900 5,200 5,600 6,000 2,200 5,500 5,900 6,300

Per Share Other Asset Value

Discovery Value (Pre-Tax) $3,300 $3,700 $4,100 $1,600 $7.72 $8.35 $8.98 CBS Value 1,900 8.20 8.83 9.46 2,200 8.67 9.30 9.93

IV. Conclusions

Conclusions

# Thorough and extensive due diligence and valuation work has been conducted on Scott’s core cable operations and other assets (CBS and Discovery), which we believe represent substantial value

# Scott’s superior execution and differentiated strategy position it to continue to drive industry-leading performance

# Management is confident in Scott’s LRP as a true reflection of the Company prospects

# Leading analysts and long-term shareholders believe that the negative sentiment around cable with respect to DBS and RBOC competition is overblown

# Scott’s long-term shareholders believe there is significantly more upside than currently reflected in the offer

# The Special Committee believes that the value attributable to the core cable operations and other assets of Scott is not reflected in Peter’s offer

EX-99.C.7

Exhibit (c)(7)

HIGHLY CONFIDENTIAL Project Olympic Discussion Materials Goldman, Sachs & Co. 18-Oct-2004

Table of Contents

I. Process Overview II. Overview of Scott III. Scott Valuation Analysis Appendix A: Scott Financials

Appendix B: Other Asset Valuation Analyses Appendix C: Additional Scott Valuation Materials Appendix D: Credit Analysis

I. Process Overview

Process Overview Summary of Key Transaction Terms

Transaction Description: Peter offers to purchase approximately 241 million Class A shares (approximately 38% of shares outstanding) from public shareholders

Purchase Price per Share: Initial Offer (2-Aug-2004): $32.00 Verbal Indication (11-Oct-2004): $33.50 First Revised Verbal Indication (15-Oct-2004): $34.00 Second Revised Verbal Indication (15-Oct-2004): $34.50 Third Revised Verbal Indication (15-Oct-2004): $34.75

Form of Consideration: Cash Proposed Structure: # Joint tender offer for all outstanding Class A shares: — 28.8 million shares held by public holders to be purchased by Peter

— Approximately 213 million shares held by public holders to be purchased by Scott

# Unwaivable majority of the minority condition requiring Peter and Scott to purchase approximately 119 # No injunction or lawsuit by governmental entity ch million shares held by public holders # If 90% ownership after offer, Peter and Scott will complete a short-form merger at the same price per share # If no 90% ownership after offer, Peter and Scott will complete a long-form merger

Financing: # Financing pursuant to Peter Commitment Letter # $10 billion senior unsecured credit facilities allocated to Scott and Peter — $7.9 billion to fund tender offer / merger and related fees and expenses — $2.1 billion to refinance existing indebtedness at Peter and for working capital and other corporate purposes

Conditions: # Majority of the minority condition (unwaivable)* allenging transaction # No Company MAC # No Capital Markets MAC

Source: Company SEC filings Note: * indicates concessions made by Peter as part of its third revised verbal indication.

Process Overview Price Performance and Spread Analysis Scott Stock Price Performance            Spread and Trading Volume Analysis Daily            Cum. Cum. as

$36 02-Aug-2004 35,000 Change from            Trading            Trading      % of Peter publicly announces its Previous Day            Vol. (m) Vol. (m) Float proposal to acquire 38% Third Revised (0.1)% 15-Oct $1.26 / 3.9% 0.4 150.5 62.4% (0.4)% 14-Oct $1.30 / 4.1% 0.8 150.0 62.2% $35 public stake in Scott for Verbal Indication 0.4 % 13-Oct $1.42 / 4.4% 0.7 149.2 61.9% $32 in cash per share (0.4)% 12-Oct $1.29 / 4.0% 1.6 148.5 61.6% (0.2)% 11-Oct $1.41 / 4.4% 0.7 146.9 60.9% 30,000 0.7 % 08-Oct $1.47 / 4.6% 1.6 146.3 60.7% 0.0 % 07-Oct $1.25 / 3.9% 3.7 144.7 60.0% $34 0.0 % 06-Oct $1.25 / 3.9% 2.3 141.0 58.5% (0.1)% 05-Oct $1.25 / 3.9% 0.7 138.7 57.5% 0.3 % 04-Oct $1.28 / 4.0% 0.8 138.0 57.2% 0.2 % 01-Oct $1.18 / 3.7% 2.1 137.2 56.9% (0.4)% 30-Sep $1.13 / 3.5% 1.5 135.1 56.0% $33 0.4 % 29-Sep $1.25 / 3.9% 1.8 133.5 55.4% 25,000 0.1 % 28-Sep $1.11 / 3.5% 0.9 131.8 54.6% 0.1 % 27-Sep $1.08 / 3.4% 1.8 130.9 54.3% (0.2)% 24-Sep $1.05 / 3.3% 1.1 129.1 53.5% Initial Offer 0.0 % 23-Sep $1.10 / 3.4% 2.0 128.0 53.1% $32 0.1 % 22-Sep $1.10 / 3.4% 2.4 126.0 52.2% (0.0)% 21-Sep $1.07 / 3.3% 1.4 123.6 51.3% 0.0 % 20-Sep $1.08 / 3.4% 2.0 122.3 50.7% (0.3)% 17-Sep $1.08 / 3.4% 2.5 120.3 49.9% 20,000 0.1 % 16-Sep $1.19 / 3.7% 1.2 117.8 48.8% $31 02-Aug-2004 17-Aug-2004 0.2 % 15-Sep $1.15 / 3.6% 1.0 116.6 48.4% 0.1 % 14-Sep $1.10 / 3.4% 2.3 115.6 47.9% Moody’s places Peter            Special Committee (0.0)% 13-Sep $1.07 / 3.3% 1.4 113.3 47.0% and Scott Ratings on            announces 0.1 % 10-Sep $1.08 / 3.4% 1.9 111.9 46.4% review for potential (0.1)% 09-Sep $1.04 / 3.3% 1.7 110.0 45.6% engagement of $1.07 / 3.3% $30 Volume (000) 0.1 % 08-Sep 2.5 108.3 44.9% downgrade            Goldman Sachs and (0.1)% 07-Sep $1.03 / 3.2% 1.3 105.7 43.8% 15,000 0.3 % 03-Sep $1.06 / 3.3% 0.8 104.4 43.3% Fried Frank to 0.2 % 02-Sep $0.98 / 3.1% 1.1 103.6 43.0% Closing Price (USD) evaluate Peter’s 0.1 % 01-Sep $0.90 / 2.8% 3.2 102.5 42.5% $29 prosposal 0.2 % 31-Aug $0.86 / 2.7% 1.2 99.3 41.2% (0.1)% 30-Aug $0.81 / 2.5% 1.5 98.1 40.7% (0.0)% 27-Aug $0.85 / 2.7% 2.5 96.6 40.0% (0.4)% 26-Aug $0.86 / 2.7% 4.7 94.1 39.0% 29-Jul-2004 (0.2)% 25-Aug $1.00 / 3.1% 2.7 89.4 37.1% $28 Scott announces 2Q04 10,000 0.5 % 24-Aug $1.07 / 3.3% 1.3 86.7 35.9% (0.3)% 23-Aug $0.92 / 2.9% 1.2 85.3 35.4% earnings. Net income 0.6 % 20-Aug $1.02 / 3.2% 0.9 84.1 34.9% declines 42% from (0.7)% 19-Aug $0.84 / 2.6% 1.6 83.2 34.5% 0.8 % 18-Aug $1.05 / 3.3% 1.5 81.6 33.8% a year ago, but $0.78 / 2.4% $27 0.3 % 17-Aug 1.6 80.1 33.2% revenues rise 12% 0.6 % 16-Aug $0.67 / 2.1% 1.8 78.6 32.6% (0.2)% 13-Aug $0.48 / 1.5% 2.1 76.7 31.8% 5,000 (0.2)% 12-Aug $0.55 / 1.7% 5.1 74.6 30.9% (0.6)% 11-Aug $0.60 / 1.9% 2.4 69.5 28.8% $26 (0.0)% 10-Aug $0.80 / 2.5% 5.8 67.1 27.8% (1.1)% 09-Aug $0.81 / 2.5% 6.1 61.3 25.4% (0.3)% 06-Aug $1.15 / 3.6% 4.3 55.3 22.9% (0.0)% 05-Aug $1.25 / 3.9% 3.9 51.0 21.1% (0.3)% 04-Aug $1.26 / 3.9% 6.8 47.1 19.5% $25 0 0.6 % 03-Aug $1.35 / 4.2% 11.5 40.3 16.7% 02-Aug $1.16 / 3.6% 28.8 28.8 11.9% 01-Jul-2004 26-Jul-2004 18-Aug-2004 10-Sep-2004 05-Oct-2004 $0.00 $0.50 $1.00 $1.50 $2.00 Daily from 1-Jul-2004 to 15-Oct- 2004

Source: FactSet, Company news runs

II. Overview of Scott

Overview of Scott Annotated Stock Price Graph

$39 02-Aug-2004 35 15-Dec-2003 Moody’s places Peter Scott launches and Scott ratings on VoIP service 11-Feb-2004 4-Nov-2003 02-Aug-2004 review for potential Comcast announces 12-Feb-2004 Moody’s upgrades Peter announces proposal downgrade bid for Disney Scott announces $37 Scott debt rating to to acquire 38% public 30 FY2003 results. “stable” stake in Scott for $32 in Reports 4Q net loss cash per share of $0.02 per share Third Revised $35 Verbal Indication 28-Apr-2004 25 Comcast withdraws 09-Jul-2004 bid for Disney Scott announces $1.1 bn credit facility to $33 replace existing 20 Initial Offer $900mm facility $31 15 Volume (000) 29-Oct-2003 29-Jul-2004 11-Dec-2003 25-Feb-2004 Scott announces Closing Price (USD) Scott announces 3Q03 Scott announces that Adelphia announces 2Q04 earnings. results. Posts loss of it sees 2004 plan of Net income $29 $0.35 per share but revenues rising by 10 reorganization declines 42% from revenues up 15% from 12% 29-Apr-2004 a year ago a year ago, but Scott announces 1Q04 22-Apr-2004 revenues rise 12% earnings. Profit 100% Adelphia announces higher than a year ago and $27 sale process 5 revenues rise 13%

$25 0 Oct-2003 Dec-2003 Mar-2004 May-2004 Aug-2004 Oct-2004

Daily from 15-Oct-2003 to 15-Oct-2004 Volume            Close Source: FactSet, Company news runs

Overview of Scott Daily Pricing Since Offer 116% Current

Scott 0.30% Satellite 11.18% Satellite 112% Cable (4.50)% RBOC 4.28% S&P 500 0.14% 108% 104% RBOC

Scott Indexed Prices (%) 100% S&P 500 Cable

96% Current

Cablevision 5.43% Charter (26.03)% 92% Comcast (0.17)% Insight 1.23% Mediacom (2.94)% 88% 02-Aug-2004 11-Aug-2004 20-Aug-2004 31-Aug-2004 09-Sep-2004 20-Sep-2004 29-Sep-2004 08-Oct-2004

Daily From 02-Aug-2004 to 15-Oct-2004 Scott            Satellite            Cable            RBOC            S&P 500 Source: FactSet 1 RBOC Index includes BLS, SBC, and VZ. 2 Satellite Index includes DTV and DISH. 3 Cable Index includes CMCSA, CVC, CHTR, MCCC, and ICCI.

Overview of Scott Price Targets Discounted Current Price Target1 Discounted Pre-Offer Price Target1

Firm            Current Price Target 6 Months 12 Months            Pre-Offer Price Target 6 Months 12 Months Merrill Lynch $48.00 $45.77 $43.64 $48.00 $45.77 $43.64 Stifel Nicolaus & Co. 45.00 42.91 40.91 45.00 42.91 40.91 Barrington Research 44.00 41.95 40.00 44.00 41.95 40.00 Wachovia 44.00 41.95 40.00 44.00 41.95 40.00 Banc of America 42.00 40.05 38.18 42.00 40.05 38.18 Bear Stearns 42.00 40.05 38.18 42.00 40.05 38.18 Morgan Stanley 41.00 39.09 37.27 41.00 39.09 37.27 Deutsche Bank 32.00 30.51 29.09 40.00 38.14 36.36 Bernstein & Co. 35.00 33.37 31.82 40.00 38.14 36.36 Blaylock & Partners 37.00 35.28 33.64 40.00 38.14 36.36 Janco Partners 39.00 37.19 35.45 39.00 37.19 35.45 RBC Capital Markets 34.00 32.42 30.91 38.00 36.23 34.55 Friedman, Billings, Ramsey 38.00 36.23 34.55 38.00 36.23 34.55 Prudential Equity Group 37.00 35.28 33.64 37.00 35.28 33.64 CIBC World Markets Corp. 36.00 34.32 32.73 36.00 34.32 32.73 Citigroup 34.00 32.42 30.91 34.00 32.42 30.91 Calyon Securities 33.00 31.46 30.00 33.00 31.46 30.00 Schwab Soundview 33.00 31.46 30.00 33.00 31.46 30.00 Kaufman Bros 32.00 30.51 29.09 32.00 30.51 29.09 Credit Suisse First Boston 32.00 30.51 29.09 32.00 30.51 29.09 UBS 30.00 28.60 27.27 30.00 28.60 27.27 High $48.00 $45.77 $43.64 $48.00 $45.77 $43.64 Median 37.00 35.28 33.64 39.00 37.19 35.45 Mean 37.52 35.78 34.11 38.48 36.69 34.98 Low 30.00 28.60 27.27 30.00 28.60 27.27

Source: Wall Street Research 1 Assumes annual discount rate of 10% (cost of equity).

Overview of Scott Selected Sellside Research Valuation Views – Ranked by 2005E Total EBITDA ($ in millions) Total Revenue            Total EBITDA

Broker            Analyst            Date            FY Dec 2005 FY Dec 2006 FY Dec 2005 FY Dec 2006 Barrington Research            Goss 02-Aug-2004 $7,304 N/A $2,870 N/A September 2004 Scott LRP            September 2004 7,196 $7,972 2,824 $3,227 Bernstein & Co. Moffett 31-Jul-2004 7,140 7,873 2,810 3,138 Prudential Equity Group            Styponias 06-Aug-2004 7,115 7,681 2,796 N/A Friedman, Billings, Ramsey            Bezoza 03-Aug-2004 7,228 7,974 2,785 3,144 Sturdivant & Co. Schleinkofer 31-Jul-2004 7,160 7,742 2,782 3,066 Wachovia Securities            Wlodarczak 29-Jul-2004 7,075 7,657 2,753 3,016 A.G. Edwards and Sons            Kupinski 30-Jul-2004 7,239 N/A 2,752 N/A Bear, Stearns & Co. Katz 02-Aug-2004 7,168 N/A 2,751 N/A Banc of America Securities            Shapiro 30-Jul-2004 7,026 N/A 2,744 2,979 J.P. Morgan            Bazinet 04-Aug-2004 7,132 N/A 2,743 N/A SG Cowen            Singer 04-Aug-2004 7,085 7,608 2,742 2,990 Calyon Securities            Mesniaeff 31-Jul-2004 7,135 7,739 2,742 3,034 Stifel Nicolaus & Co. Henderson 04-Aug-2004 7,137 7,905 2,730 3,054 Thomas Weisel Partners            Zachar 30-Jul-2004 7,105 7,629 2,718 2,941 Merrill Lynch            Cohen 30-Jul-2004 N/A            N/A 2,715 2,980 Tradition Asiel Securities            Shim 30-Jul-2004 7,096 7,692 2,714 2,994 UBS            Bourkoff 03-Aug-2004 7,055 7,576 2,708 2,915 Goldman, Sachs & Co. Rosenstein 02-Aug-2004 7,043 7,626 2,702 2,964 Morgan Stanley            Bilotti 12-Oct-2004 7,060 7,654 2,684 3,000 Janco Partners            Harrigan 31-Jul-2004 7,191 N/A 2,682 N/A Kaufman Bros            Roberts 03-Aug-2004 7,139 7,700 2,680 2,921 Schwab Soundview            Hill 02-Aug-2004 7,032 7,503 2,677 2,837 Lehman Brothers            Jayant 30-Jul-2004 N/A            N/A 2,668 2,923 Credit Suisse First Boston            Warner 03-Aug-2004 6,965 7,446 2,656 2,835 Deutsche Bank            Mitchelson 04-May-2004 6,936 7,402 2,654 2,854 RBC Capital Markets            Atkin 09-Aug-2004 7,126 N/A 2,651 N/A CIBC World Markets Corp. Carr 02-Aug-2004 N/A            N/A            N/A            N/A Fulcrum Global             Greenfield 31-Jul-2004 7,118 N/A            N/A            N/A Legg Mason Wood Walker            Zito 30-Jul-2004 7,031 N/A            N/A            N/A Citigroup            Gupta 03-Aug-2004 N/A            N/A            N/A            N/A Blaylock & Partners            Mitchell 14-Jul-2004 7,130 N/A            N/A            N/A Davenport & Co. of VA            Johnstone 06-Aug-2004 N/A            N/A            N/A            N/A Mean $7,110 $7,671 $2,727 $2,978 Median 7,118 7,657 2,724 2,980 Source: Wall Street Research

Overview of Scott Variance Analysis (07-Sep-2004 LRP vs. Fall 2003 LRP) ($ in millions) 2004E 2005E 2006E 2007E 2008E

Revenue Variance Basic Video Volume $(26) $ (39) $ (49) $ (62) $ (75) Basic Video Rate 6 (88) (82) (101) (122) Digital Video Volume (3) (5) (13) (27) (41) DVR Subs (5) (6) (26) (52) (85) EOD Revenue 11 (52) (68) (89) (109) Video Revenue Variance $(17) $(189) $(237) $(331) $(431) Data Volume (6) (3) 17 45 79 Data Rate (22) (12) (79) (194) (292) HSD Revenue Variance $(29) $ (15) $ (63) $(149) $(212) Telephone Volume 2 (11) (11) 11 4 Telephone Rate (2) (66) (86) (115) (155) Telephony Revenue Variance $ 0 $ (76) $ (97) $(104) $(151) Other Product Trials / R&D (20) — — — - Other 5 5 8 20 24 Cable Revenue Variance (1) $(60) $(275) $(388) $(565) $(771) EBITDA Variance Video EBITDA Contribution $ 12 $(131) $(139) $(189) $(236) HSD EBITDA Contribution (14) 21 (26) (105) (163) Telephony EBITDA Contribution 19 (21) (28) (24) (54) Other EBITDA Contribution (19) 15 32 36 32 Cable EBITDA Contribution (1) $ (1) $(117) $(161) $(281) $(421) VOIP EBITDA Contribution 12 — — — - Business Services and Media Contribution 7 38 52 73 84 Operating Expenses Variance (8) 70 84 94 143 Total EBITDA Variance $ 10 $ (8) $ (25) $(114) $(194) Note: Variance is defined as 07-Sep-2004 LRP less Fall 2003 LRP. Source: Scott Long-Range Plan (07-Sep-2004) and Scott Fall 2003 Long-Range Plan 1 Excludes Media and Business Services.

Overview of Scott Strategic Challenges Key Growth Driver            Competitive Pressures Basic Subscriber Net Adds # Strong DBS net adds in 2Q 2004 — DTV: 455k vs. 181k in 2Q 2003 — DISH: 340k vs. 270k in 2Q 2003 # Drivers of DBS growth: — Aggressive pricing / promotions — RBOC partnerships SBC partnership drove 100k of DISH 2Q net adds — Increased local-into-local availability Local-into-local launched in 5 Scott markets during the 12 months ended in June 2004 — New product initiatives DTV recently announced plans to launch local and national HDTV channels in 2005 and 2007 HSD Penetration / ARPU # Aggressive pricing / tiering strategy by RBOCs — BellSouth recently announced new DSL pricing, lowering the price of its Fast Access DSL Ultra Service by $7 / month for new and existing customers Telephony Penetration / ARPU # Aggressive pricing by RBOCs and other telephony providers — Vonage recently dropped the price of its monthly service by $5 to $24.99 — AT&T lowered its VoIP pricing by $5 to $29.99 Source: Selected information from Scott Board Presentation (6-Oct-2004)

Overview of Scott 3Q 2004 and 3Q 2004YTD Scott Performance ($ in millions)

Forecast            Budget            Forecast            Budget

3Q 2004 3Q 2004 % Change 3Q 2004 YTD 3Q 2004 YTD      % Change

Revenue:

Video $ 962 $ 982 (2.0)% $ 2,874 $ 2,892 (0.6)% High Speed Data 285 293 (2.7)% 813 832 (2.3)% Telephony 148 148 0.0% 427 427 0.0% Other 24 26 (7.7)% 77 74 3.1% Scott Media 108 109 (0.9)% 303 305 (0.7)%

Cable Revenue $1,527 $1,558 (2.0)% $4,494 $4,530 (0.8)% CBS9194 (3.2)% 260 266 (2.3)% Total Revenue $1,618 $1,652 (2.1)% $4,753 $4,797 (0.9)% Total EBITDA $607 $626 (3.0)% $1,790 $1,783 0.4% EBITDA Margin 37.5% 37.9% — 37.7% 37.2% - Capex 391 332 17.8% — — -Total EBITDA — Capex $216 $294 (26.5)% — — -

Source: Scott Board Presentation (06-Oct-2004), except for Cable Revenue and Total EBITDA — Capex which were calculated on the basis of information contained herein

III. Scott Valuation Analysis

Scott Valuation Analysis AVP / Analysis of Implied Premia ($ in millions, except per share amounts)

First Revised Second Revised Third Revised Initial Offer Current Verbal Indication Verbal Indication Verbal Indication Verbal Indication Undisturbed (2-Aug-2004) Price (11-Oct-2004) (15-Oct-2004) (15-Oct-2004) (15-Oct-2004) Share Price $ 27.58 $ 32.00 $ 33.26 $ 33.50 $ 34.00 $ 34.50 $ 34.75

Diluted Shares O/S (1) 634 634 634 635 635 635 635 Equity Value 17,476 20,296 21,103 21,259 21,576 21,896 22,056 Net Debt 6,588 6,588 6,588 6,588 6,588 6,588 6,588 Minority Interest 140 140 140 140 140 140 140 Enterprise Value $24,205 $27,025 $27,831 $27,987 $28,305 $28,625 $28,785 Discovery (2) 3,166 3,166 3,166 3,166 3,166 3,166 3,166 Adjusted Enterprise Value $21,039 $23,859 $24,665 $24,821 $25,139 $25,459 $25,619 Scott Business Services (2) 1,635 1,635 1,635 1,635 1,635 1,635 1,635 Cable Adjusted Enterprise Value $19,404 $22,224 $23,030 $23,186 $23,504 $23,824 $23,984 Cable EBITDA Multiples 2004E $2,233 8.7 x 10.0 x 10.3 x 10.4 x 10.5 x 10.7 x 10.7 x 2005E 2,552 7.6 8.7 9.0 9.1 9.2 9.3 9.4 2006E2,895 6.7 7.7 8.0 8.0 8.1 8.2 8.3 EBITDA Multiples / ‘05-’08 Cable EBITDA Growth 2004E 11.3% 0.8 x 0.9 x 0.9 x 0.9 x 0.9 x 0.9 x 1.0 x 2005E 11.3% 0.7 0.8 0.8 0.8 0.8 0.8 0.8 2006E11.3% 0.6 0.7 0.7 0.7 0.7 0.7 0.7 Subscriber Multiples 2004E 6.32 $3,072 $3,519 $3,646 $3,671 $3,721 $3,772 $3,797 2005E 6.38 3,042 3,484 3,611 3,635 3,685 3,735 3,760 2006E 6.44 3,015 3,453 3,579 3,603 3,652 3,702 3,727

Levered FCF Multiples 2004E $ 393 44.5 x 51.6 x 53.7 x 54.1 x 54.9 x 55.7 x 56.1 x 2005E 687 25.4 29.6 30.7 31.0 31.4 31.9 32.1 2006E 954 18.3 21.3 22.1 22.3 22.6 22.9 23.1 FCF Multiples / ‘05-’08 FCF Growth 2004E 36.1% 1.2 x 1.4 x 1.5 x 1.5 x 1.5 x 1.5 x 1.6 x 2005E 36.1% 0.7 0.8 0.9 0.9 0.9 0.9 0.9 2006E 36.1% 0.5 0.6 0.6 0.6 0.6 0.6 0.6

Source: Revenue, EBITDA, and basic cable subscriber estimates per Scott Long-Range Plan (07-Sep-2004) 1 Options per Company 10-K, 31-Dec-2003. Diluted shares calculation based upon treasury method.

2 Discovery valued at 14.0x 2005E EBITDA (21.2x 2004E EBITDA) and Scott Business Services valued at 6.0x 2005E EBITDA (7.3x 2004E EBITDA). For illustrative purposes, a 35% tax rate on Discovery (assuming a $0 tax basis) would imply taxes of $1,108mm ($1.75 per share).

Scott Valuation Analysis AVP / Analysis of Implied Premia ($ in millions, except per share amounts) First Revised Verbal            Second Revised            Third Revised Verbal Initial Offer            Verbal Indication            Indication            Verbal Indication            Indication

Undisturbed (2-Aug-2004) Current Price (11-Oct-2004) (15-Oct-2004) (15-Oct-2004) (15-Oct-2004) Share Price $ 27.58 $ 32.00 $ 33.26 $ 33.50 $ 34.00 $ 34.50 $ 34.75 Diluted Shares O/S (1) 634 634 634 635 635 635 635 Equity Value 17,476 20,296 21,103 21,259 21,576 21,896 22,056 Net Debt 6,588 6,588 6,588 6,588 6,588 6,588 6,588 Minority Interest 140 140 140 140 140 140 140 Enterprise Value $24,205 $27,025 $27,831 $27,987 $28,305 $28,625 $28,785 Discovery (2) 3,166 3,166 3,166 3,166 3,166 3,166 3,166 Adjusted Enterprise Value $21,039 $23,859 $24,665 $24,821 $25,139 $25,459 $25,619 Scott Business Services (2) 1,635 1,635 1,635 1,635 1,635 1,635 1,635 Cable Adjusted Enterprise Value $19,404 $22,224 $23,030 $23,186 $23,504 $23,824 $23,984 Implied Premium Undisturbed Stock Price (7/30/04) $27.58 0.0% 16.0% 20.6% 21.5% 23.3% 25.1% 26.0% 1-Month Average Price 28.00 (1.5)% 14.3% 18.8% 19.7% 21.5% 23.2% 24.1% 2-Month Average Price 28.90 (4.6)% 10.7% 15.1% 15.9% 17.7% 19.4% 20.3% 3-Month Average Price 29.59 (6.8)% 8.1% 12.4% 13.2% 14.9% 16.6% 17.4% 6-Month Average Price 30.93 (10.8)% 3.5% 7.5% 8.3% 9.9% 11.5% 12.4% 52-Week High Price 36.73 (24.9)% (12.9)% (9.4)% (8.8)% (7.4)% (6.1)% (5.4)% 52-Week Low Price 27.40 0.7% 16.8% 21.4% 22.3% 24.1% 25.9% 26.8% 1-Year Average Price 32.23 (14.4)% (0.7)% 3.2% 3.9% 5.5% 7.0% 7.8% 2-Year Average Price 30.67 (10.1)% 4.3% 8.4% 9.2% 10.9% 12.5% 13.3% 3-Year Average Price 32.55 (15.3)% (1.7)% 2.2% 2.9% 4.5% 6.0% 6.8% All Time High 56.75 (51.4)% (43.6)% (41.4)% (41.0)% (40.1)% (39.2)% (38.8)% All Time Low 7.38 273.7% 333.6% 350.7% 353.9% 360.7% 367.5% 370.9% Incremental Premium Over Initial Offer — — 3.9% 4.7% 6.3% 7.8% 8.6% Value of Minority Shares Repurchased $ 7,718 $ 8,022 $ 8,080 $ 8,200 $ 8,321 $ 8,381 Cumulative Value Over Initial Offer 304 362 482 603 663

Company      % of 52-Week High Scott 91% Cablevision 74% Charter 43% Comcast 79% Insight 77% Mediacom 66% Peer Average 68%

Source: FactSet; Revenue, EBITDA, and basic cable subscriber estimates per Scott Long-Range Plan (07-Sep-2004); market data as of 15-Oct-2004 1 Options per Company 10-K, 31-Dec-2003. Diluted shares calculation based upon treasury method. 2 Discovery valued at 14.0x 2005E EBITDA (21.2x 2004E EBITDA) and Scott Business Services valued at 6.0x 2005E EBITDA (7.3x 2004E EBITDA). For illustrative purposes, a 35% tax rate on Discovery (assuming a $0 tax basis) would imply taxes of $1,108mm ($1.75 per share).

Scott Valuation Analysis Precedent Minority Buyouts / Premia Analysis: Cash Transactions Consideration Above $1bn Final Bid Premium to Time Period Prior to Announcement Percent            Aggregate Initial Bid            Initial            Final Bid            Final            Increase in 1-Month 3-Month 6-Month 1-Year Avg 52-Week 52-Week 2-Year Avg            Consid. for Amt.

Date of Ann. Target            Acquiror            per Share            Premium1 per Share            Premium2 Offer3 Avg Price            Avg Price            Avg Price            Price            High Price            Low Price            Price            Acq’d. (000s) Consideration above $1bn 26-Jun-97 Rhone-Poulenc Rorer            Rhone-Poulenc SA $92.00 15.8% $97.00 22.1% 5.4% 24.6% 30.8% 30.7% 33.8% 19.9% 53.1% 54.3% $4,831,600 21-Mar-00 Travelers Property Casualty            Citigroup Inc 41.50 23.2% 41.95 24.5% 1.1% 32.2% 25.1% 26.7% 18.9% 1.5% 49.5% 17.1% 2,449,297 25-Aug-95 GEICO Corp            Berkshire Hathaway 70.00 25.6% 70.00 25.6% 0.0% 24.9% 24.6% 30.8% 35.5% 18.4% 46.6% 33.2% 2,349,200 16-Mar-00 Vastar Resources            BP Amoco 71.00 12.5% 83.00 31.5% 16.9% 50.2% 49.0% 43.7% 45.2% 18.7% 102.1% 65.9% 1,575,663 27-Mar-00 Hartford Life (ITT Hartford) Hartford Financial Services 44.00 3.4% 50.50 18.6% 14.8% 44.1% 32.4% 20.4% 9.9% (8.2)% 69.7% 2.7% 1,325,000 25-Jan-01 Sodexho Marriott Services            Sodexho Alliance 27.00 8.5% 32.00 28.6% 18.5% 42.2% 52.6% 70.2% 96.0% 24.6% 210.3% 83.8% 1,145,000 CASH DEALS > $1BN Mean 7.5% 25.2% 9.5% 36.4% 35.7% 37.1% 39.9% 12.5% 88.6% 42.8% 6 Median 14.1% 25.0% 10.1% 37.2% 31.6% 30.7% 34.7% 18.5% 61.4% 43.8% High 25.6% 31.5% 18.5% 50.2% 52.6% 70.2% 96.0% 24.6% 210.3% 83.8% Low 3.4% 18.6% 0.0% 24.6% 24.6% 20.4% 9.9% (8.2)% 46.6% 2.7% 1 Initial premium compares the initial bid per share to the target’s last published closing price per share prior to the initial deal announcement. 2 Final premium compares the final bid per share to the target’s last published closing price per share prior to the initial deal announcement. 3 Percent increase in offer compares the final bid per share to the initial bid per share.

Scott Valuation Analysis Precedent Minority Buyouts / Premia Analysis: Cash Transactions Consideration Below $1bn Final Bid Premium to Time Period Prior to Announcement Percent            Aggregate Initial Bid            Initial            Final Bid            Final            Increase in 1-Month 3-Month 6-Month 1-Year Avg 52-Week 52-Week 2-Year Avg            Consid. for Amt.

Date of Ann. Target            Acquiror            per Share            Premium1 per Share            Premium2 Offer3 Avg Price            Avg Price            Avg Price            Price            High Price            Low Price            Price            Acq’d. (000s) Consideration below $1bn 14-Aug-00 BHC Communications            News Corp. $165.00 16.4% $165.00 16.4% 0.0% 11.1% 10.6% 9.6% 9.2% (2.4)% 28.5% 22.0% $887,700 20-Jun-97 Wheelabrator Technologies            Waste Management 15.00 15.4% 16.50 26.9% 10.0% 28.4% 26.6% 17.0% 12.9% -2.2% 36.1% 8.7% 869,700 21-Sep-00 Hertz Corp. Ford Motor 30.00 23.7% 35.50 46.4% 18.3% 27.6% 18.6% 14.1% (3.3)% (30.1)% 46.4% (15.2)% 734,000 04-Jun-01 Liberty Financial Cos. Liberty Mutual Insurance 33.70 (0.3)% 33.70 (0.3)% 0.0% (1.3)% (15.2)% (19.7)% (0.8)% (28.6)% 59.5% 18.1% 536,005 07-May-99 J Ray McDermott SA            McDermott International 35.62 16.8% 35.62 16.8% 0.0% 14.7% 28.1% 32.1% 16.1% (24.2)% 72.2% 4.4% 514,540 24-Mar-99 Knoll Inc. Warburg, Pincus Ventures 25.00 63.9% 28.00 83.6% 12.0% 52.7% 21.1% 13.1% (3.3)% (31.1)% 83.6% NA 490,820 11-Sep-97 BET Holdings            Robert Johnson & Liberty Media 48.00 17.1% 63.00 53.7% 31.3% 57.9% 72.2% 89.6% 105.5% 50.4% 154.5% 125.1% 462,300 19-Feb-02 Travelocity.com            Sabre Holdings 23.00 19.8% 28.00 45.8% 21.7% 25.5% 18.4% 34.5% 20.7% (26.1)% 135.9% 31.0% 447,158 10-Oct-01 TD Waterhouse            Toronto Dominion 9.00 45.2% 9.50 53.2% 5.6% 49.8% 16.1% (2.1)% (20.4)% (47.0)% 61.0% (35.7)% 402,556 20-Jan-00 Life Technologies            Dexter Corp. 49.00 11.4% 60.00 36.4% 22.4% 40.4% 46.8% 50.9% 57.5% 33.3% 75.2% 63.5% 401,658 30-Apr-98 Mycogen Corp. Dow Chemical 20.50 3.8% 28.00 41.8% 36.6% 48.8% 48.7% 45.2% 33.2% 12.0% 69.7% 40.2% 379,300 13-Jan-97 Zurich Reinsurance Centre            Zurich Versicherungs GmbH 36.00 17.1% 39.50 28.5% 9.7% 25.0% 27.4% 29.8% 28.3% 20.6% 38.0% 31.3% 359,900 14-Mar-00 Howmet International            Alcoa 18.75 1.4% 21.00 13.5% 12.0% 13.0% 14.7% 24.7% 23.4% 3.4% 85.6% 32.8% 349,316 27-Oct-00 Azurix Corp. Enron 7.00 96.5% 8.38 135.2% 19.7% 113.3% 68.1% 35.7% 16.3% (40.4)% 143.8% NA 330,134 05-Nov-99 PEC Israel Economic Corp            Discount Investment 36.50 0.2% 36.50 0.2% 0.0% 2.1% 7.1% 11.3% 19.2% 0.2% 52.5% 36.4% 320,000 14-Feb-01 Westfield America            Westfield America Trust 16.25 14.7% 16.25 14.7% 0.0% 12.8% 17.2% 16.2% 15.6% 5.3% 28.7% 12.1% 267,800 27-Oct-98 Citizens Corp. (Hanover Ins. Co.) Allmerica Financial Corp. 29.00 5.2% 33.25 20.6% 14.7% 22.5% 23.2% 12.8% 11.5% (4.0)% 39.3% 20.2% 212,400 23-May-01 Unigraphics Solutions             Electronic Data Systems 27.00 26.7% 32.50 52.5% 20.4% 72.6% 70.4% 73.0% 69.0% 32.3% 127.1% 47.8% 209,000 30-Nov-99 Boise Cascade Office Products            Boise Cascade 13.25 15.2% 16.50 43.5% 24.5% 54.6% 59.2% 51.9% 42.7% 7.3% 72.5% 23.0% 205,257 19-Mar-99 Spelling Entertainment Group            Viacom 9.00 33.3% 9.75 44.4% 8.3% 41.8% 39.9% 38.3% 26.2% 2.6% 62.5% 27.0% 191,600 02-Jun-03 Ribapharm            ICN Pharmaceuticals 5.60 10.2% 6.25 23.0% 11.6% 33.6% 37.9% 20.9% 14.2% (39.0)% 101.6% NA 187,273 31-Jan-00 Thermo BioAnalysis            Thermo Instrument Systems 28.00 51.4% 28.00 51.4% 0.0% 59.1% 58.8% 57.7% 56.4% 34.5% 72.3% 62.2% 167,900 30-May-01 Bacou USA            Bacou SA 25.00 6.8% 28.50 21.8% 14.0% 14.6% 12.7% 11.9% 16.1% 0.4% 58.3% 37.5% 160,300 23-Mar-00 Homestead Village            Security Capital Group 3.40 26.5% 4.10 52.6% 20.6% 70.7% 75.9% 70.4% 63.9% (13.7)% 111.6% (26.2)% 156,800 19-Oct-98 BRC Holdings Inc. Affiliated Computer Services 19.00 16.9% 19.00 16.9% 0.0% 18.3% 13.1% 7.0% 1.1% (10.6)% 28.8% 0.5% 131,900 24-Apr-00 Cherry Corp. Investor Group 18.75 44.2% 26.40 103.1% 40.8% 82.6% 57.6% 87.8% 92.1% 10.0% 164.0% 88.9% 130,500 01-Apr-99 Aqua Alliance            Vivendi SA 2.00 (11.1)% 2.90 28.9% 45.0% 71.6% 73.4% 64.9% 44.4% (12.5)% 157.8% 24.0% 117,100 26-Mar-01 CSFBDirect            Credit Suisse First Boston 4.00 60.0% 6.00 140.0% 50.0% 95.7% 55.4% 37.3% (9.8)% (61.4)% 140.0% NA 110,400 14-Dec-00 NPC International            Gene Bricknell 11.40 11.9% 11.55 13.4% 1.3% 17.8% 15.1% 18.6% 26.0% (22.7)% 56.6% 1.0% 93,600 21-Aug-01 Spectra Physics            Thermo Electron 20.00 46.1% 17.50 27.8% (12.5)% (4.7)% (13.6)% (9.5)% (42.6)% (75.8)% 32.1% (51.4)% 70,900 22-Aug-01 Homeservices.com            MidAmerican Energy Holdings 17.00 38.8% 17.00 38.8% 0.0% 42.5% 48.6% 45.7% 49.2% 28.8% 70.0% NA 32,900 CASH DEALS < $1BN Mean 24.0% 41.7% 14.1% 39.2% 34.0% 32.0% 25.5% (7.4)% 79.5% 24.2% 31 Median 16.9% 36.4% 12.0% 33.6% 27.4% 29.8% 19.2% (2.4)% 70.0% 23.5% High 96.5% 140.0% 50.0% 113.3% 75.9% 89.6% 105.5% 50.4% 164.0% 125.1% Low (11.1)% (0.3)% (12.5)% (4.7)% (15.2)% (19.7)% (42.6)% (75.8)% 28.5% (51.4)% ALL DEALS Mean 22.5% 39.0% 13.4% 38.7% 34.3% 32.8% 27.8% (4.2)% 81.0% 27.7% 37 Median 16.8% 28.6% 12.0% 33.6% 28.1% 30.7% 20.7% 0.2% 69.7% 25.5% 1 Initial premium compares the initial bid per share to the target’s last published closing price per share prior to the initial deal announcement. 2 Final premium compares the final bid per share to the target’s last published closing price per share prior to the initial deal announcement. 3 Percent increase in offer compares the final bid per share to the initial bid per share.

Scott Valuation Analysis Implied Other Asset Valuation ($ in millions)

First Revised Second Revised Third Revised Initial Offer Current Verbal Indication Verbal Indication Verbal Indication Verbal Indication Undisturbed (2-Aug-2004) Price (11-Oct-2004) (11-Oct-2004) (11-Oct-2004) (15-Oct-2004)

Offer Price $27.58 $32.00 $33.26 $33.50 $34.00 $34.50$34.75 Diluted Shares O/S 634 634 635 635 635 635635 Equity Value17,47620,29621,109 21,256 21,57621,89622,056 Net Debt 6,588 6,588 6,588 6,588 6,588 6,588 6,588 Minority Interest 140 140 140 140 140 140 140 Enterprise Value $24,205 $27,025 $27,838 $27,985 $28,305 $28,625 $28,785 2005E Cable EBITDA Multiple 2005E Sub. Valuation            Scott LRP            Implied Other Asset Value

$ 3,600 9.0 x $ 1,242 $ 4,062 $ 4,875 $ 5,022 $ 5,342 $

5,662 $ 5,822 3,700 9.2 604 3,424 4,237 4,384 4,704 5,024 5,184 3,800 9.5 (34) 2,786 3,599 3,746 4,066 4,386 4,546 3,900 9.7 (672) 2,148 2,961 3,108 3,428 3,748 3,908 4,000 10.0 (1,310) 1,510 2,323 2,470 2,790 3,110 3,270

2005E Comparable Subscriber Valuation (CSC) 2005E Cable            Other Asset Valuation ¹

Comcast 9.0 x $3,405 2005E Sub. EBITDA $3,841 $4,321 $4,801 $5,281 $5,761 Cablevision 7.9 3,354 Valuation            Multiple (20)% (10)% 0% 10% 20%

Charter 9.4 3,132 $ 3,400 8.5 x $ 29.62 $ 30.38 $ 31.13 $ 31.89 $ 32.65 Insight 8.9 3,218 3,600 9.0 31.63 32.39 33.14 33.90 34.66 Mediacom 8.7 2,609 3,800 9.5 33.64 34.40 35.15 35.91 36.67 Average 8.8 x $ 3,144 4,000 10.0 35.65 36.41 37.16 37.92 38.68

Other Asset Valuation Sensitivity

Scott Business Services Valuation $ 1,308 $ 1,471 $ 1,635 $ 1,798 $ 1,962 % Change in CBS Value 2005E (20)% (10)% 0% 10% 20% Discovery % Change in Discovery 2005E CBS EBITDA Multiple Valuation Discovery Value EBITDA Multiple 4.8 x 5.4 x 6.0 x 6.6 x 7.2 x $ 2,533 (20)% 11.7 x $ 3,841 $ 4,004 $ 4,168 $ 4,331 $ 4,494 2,849 (10)% 12.8 4,157 4,321 4,484 4,648 4,811 3,166 0% 14.0 4,474 4,637 4,801 4,964 5,128 3,482 10% 15.2 4,790 4,954 5,117 5,281 5,444 3,799 20% 16.3 5,107 5,270 5,434 5,597 5,761

Source: Market data as of 15-Oct-2004; Company SEC filings; Wall Street Research 1 Midpoint of other asset valuation of $1,635mm for Scott Business Services (6.0x 2005E EBITDA, 7.3x 2004E EBITDA) and $3,166mm for Discovery (14.0x 2005E EBITDA, 21.2x 2004E EBITDA). For illustrative purposes, a 35% tax rate on Discovery (assuming a $0 tax basis) would imply taxes of $1,108mm ($1.75 per share).

Scott Valuation Analysis Common Stock Comparison – Current ($ in millions, except per share amounts)

Stock Adj. Cable EV / ‘05 EBITDA Mult. / Cable Equity Mkt Cap / ‘05 FCF Mult. / Adj. Cable EV (2) / Price % of 52 Market Capitalization Cable EBITDA (2) ‘05-’06 LT Free Cash Flow ‘05-’06 LT Subscribers Company 15-Oct Wk High Equity (1) Cable EV (1) (2) % of Total EV 2004E 2005E Growth Growth (3) 2004E 2005E Growth Growth (3) 2004E 2005E Cable

Scott (Offer) $ 34.75 95% $ 22,056 $ 25,480 89% 11.0 x 9.9 x 0.8 x 1.0 x 45.4 x 38.9 0.9 x 0.8 x $ 4,022 $ 3,990 Scott (Current) 33.26 91% 21,103 24,527 88% 10.6 9.6 0.8 0.9 43.0 36.9 0.9 0.7 3,872 3,841 Adelphia NM NM NM 16,605 93% 14.8 11.4 0.5 0.9 NM NM NM NM 3,335 3,367 Cablevision (4) 20.39 74% 6,340 9,892 63% 8.6 7.9 1.3 1.5 NM NM NM NM 3,371 3,354 Charter (5) 2.33 43% 1,500 19,227 94% 10.0 9.4 1.3 1.4 NM NM NM NM 3,132 3,132 Comcast (6) 28.70 79% 64,179 73,598 83% 9.8 9.0 1.0 1.3 28.3 21.5 1.0 1.1 3,426 3,405

Mean84% 10.8 x 9.5 x 1.0 x 1.2 x 35.6 x 29.2 x 0.9 x 0.9 x $3,427 $3,420 Median88% 10.0 9.4 1.0 1.3 35.6 29.2 0.9 0.9 3,371 3,367 US Cable — Mid Cap Insight Comm. (6)$9.05 77%$541$2,059100%9.5 x8.9 x 1.6 x 1.4 x 21.5 x 15.8 x 0.6 x0.6 x $3,198 $3,218 Mediacom Comm. 6.60 66% 784 3,769 100% 8.9 8.7 2.5 1.6 11.0 9.2 NM 0.5 2,570 2,609 Mean100% 9.2 x 8.8 x 2.1 x 1.5 x 16.3 x 12.5 x NM 0.6 x $2,884 $2,913 Median 100% 9.2 8.8 2.1 1.5 16.3 12.5 NM 0.6 2,884 2,913 Note: Scott (Offer) excluded from mean and median calculations.

1 Source: Latest publicly available financial statements. Equity Market Cap based on diluted shares outstanding.

2 Adjusted cable enterprise value defined as levered market cap less non-consolidated, non-core public and private investments of the company, as estimated by Wall Street Research. Value of public companies taken as of 15-Oct-2004. Value of private investments per Wall Street Research. 3 Growth rates used for 2005-2008 FCF and EBITDA growth (per Wall Street Research). 4 Cablevision enterprise value excludes debt and preferred stock held at assets to be spun off (American Movie Classics, WE, IFC, VOOM). Cable EV excludes present value of NOLs per Wall Street Research. Subscriber valuation excludes PV of NOLs. 5 Fully-diluted share count includes equity stakes of Charter Comm. Holding Co. as held by Charter Comm. Inc.; Charter Investment, Inc.; Vulcan Cable III. Cable EV excludes present value of NOLs per Wall Street Research. Subscriber valuation excludes PV of NOLs. 6 Financial forecasts and subs for Insight Midwest attributed 50/50 between Comcast and Insight.

Scott Valuation Analysis Common Stock Comparison – Undisturbed ($ in millions, except per share amounts)

Stock Adj. Cable EV / ‘05 EBITDA Mult. / Cable Equity Mkt Cap / ‘05 FCF Mult. / Adj. Cable EV (2) / Price % of 52 Market Capitalization Cable EBITDA (2) ‘05-’06 LT Free Cash Flow ‘05-’06 LT Subscribers Company 30-Jul Wk High Equity (1) Cable EV (1) (2) % of Total EV 2004E 2005E Growth Growth (3) 2004E 2005E Growth Growth (3) 2004E 2005E Cable

Scott 27.58 75% 17,476 20,900 86% 9.1 8.1 0.7 0.8 34.3 29.4 0.7 0.6 3,299 3,273 Adelphia NM NM NM 16,605 93% 14.8 11.4 0.5 0.9 NM NM NM NM 3,335 3,367 Cablevision (4) 17.47 64% 5,423 8,975 61% 7.8 7.2 1.1 1.3 NM NM NM NM 3,058 3,043 Charter (5) 3.09 57% 1,997 19,724 94% 10.3 9.7 1.4 1.4 NM NM NM NM 3,213 3,213 Comcast (6) 27.40 76% 61,064 70,483 82% 9.4 8.6 1.0 1.2 26.4 20.1 0.9 1.0 3,281 3,261

Mean83% 10.3 x 9.0 x 0.9 x 1.1 x 30.4 x 24.8 x 0.8 x 0.8 x $3,237 $3,231 Median86% 9.4 8.6 1.0 1.2 30.4 24.8 0.8 0.8 3,281 3,261 US Cable — Mid Cap Insight Comm. (6)$8.80 75%$526$2,044100%9.5 x8.8 x 1.6 x 1.4 x 20.9 x 15.4 x 0.6 x0.6 x $3,174 $3,195 Mediacom Comm. 6.57 66% 781 3,766 100% 8.9 8.7 2.5 1.6 11.0 9.1 NM 0.5 2,567 2,606 Mean100% 9.2 x 8.8 x 2.1 x 1.5 x 15.9 x 12.3 x NM 0.5 x $2,871 $2,900 Median 100% 9.2 8.8 2.1 1.5 15.9 12.3 NM 0.5 2,871 2,900

1 Source: Latest publicly available financial statements. Equity Market Cap based on diluted shares outstanding.

2 Adjusted cable enterprise value defined as levered market cap less non-consolidated, non-core public and private investments of the company, as estimated by Wall Street Research. Value of public companies taken as of 30-Jul-2004. Value of private investments per Wall Street Research. 3 Growth rates used for 2004-2008 FCF and EBITDA growth (per Wall Street Research). 4 Cablevision enterprise value excludes debt and preferred stock held at assets to be spun off (American Movie Classics, WE, IFC, VOOM). Cable EV excludes present value of NOLs per Wall Street Research. Subscriber valuation excludes PV of NOLs. 5 Fully-diluted share count includes equity stakes of Charter Comm. Holding Co. as held by Charter Comm. Inc.; Charter Investment, Inc.; Vulcan Cable III. Cable EV excludes present value of NOLs per Wall Street Research. Subscriber valuation excludes PV of NOLs. 6 Financial forecasts and subs for Insight Midwest attributed 50/50 between Comcast and Insight.

Scott Valuation Analysis Historical Cable Sector Valuation

Historical Forward Trading EBITDA Multiples

18.0x 2Q 1999 1Q 2000 4Q 2001 AT&T acquires AOL acquires Comcast and 2Q 2002 MediaOne in a Time AT&T Broadband In the second quarter of 2002 the transaction 16.0x agree to merge 15.5x Warner in a Adelphia accounting scandal and 16.0x valued at 15.1x15.3x 15.2x in a transaction transaction 15.0x bankruptcy, Cablevision’s liquidity $61bn valued at valued at $72bn 14.2x concerns, and questions about $165bn accounting at Charter continue to 15.0x pressure valuations 14.0x 14.5x 13.7x 12.4x 13.2x 12.4x 12.0x 2Q 1999 11.0x 12.1x 10.7x Microsoft 10.5x 11.5x invests 10.0x 10.2x 9.9x 9.6x 10.0x 10.9x $5bn in AT&T

Jun 2001 9.1x 10.0x Vestar sells 9.9x approximately half of its stake in 8.9x 8.0x 7.1x Insight 8.4x 3Q 2002 7.4x1Q 2004 Reorganization of 6.0x 1Q 2002Comcast bids on 6.8xTWE Historical 1-Year Forward EBITDA Multiples 6.4x            Concerns over            Disney Jan 1998leverage for several Vestar makes MSOs place 4.0xinitial downward pressure on investment in valuation multiples Insight 3Q 2004 4Q 2002 Peter announces NBC’s acquisition of            proposal to acquire 2.0x            Bravo 38% public stake in Scott for $32.00 in cash per share 0.0x

4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q Current 1996 1997 1997 1997 1997 1998 1998 1998 1998 1999 1999 1999 1999 2000 2000 2000 2000 2001 2001 2001 2001 2002 2002 2002 2002 2003 2003 2003 2003 2004 2004

Source: GS Research Note: Based on volume weighted average share price over each quarter. Composite multiples reflect mean of Comcast, Scott, Cablevision, Charter, Insight and Mediacom.

Scott Valuation Analysis Stock Price Relative to DCF / Target Value Based on Morgan Stanley Research Target Price            Research Valuation Assumptions

Report            Previous 30-Day      % Above/(Below) % Above/(Below) WACC            Terminal Value Date            Close            Moving Avg            DCF Value (1) Price (1) Previous Close (2) Moving Avg (2) (after-tax) Assumptions (3) 16-Mar-98 $40.75 $41.68 $42.35 $42.00 3.1% 0.8% 12.0% N/A 13-Sep-99 40.25 37.07 43.66 43.50 8.1 17.3 N/A            N/A 4-May-00 39.19 44.36 46.00 N/A 17.4 3.7 11.3 N/A 11-May-01 43.90 44.53 49.34 47.00 7.1 5.5 11.8 15.1 x 2-Jul-01 44.30 41.80 47.90 47.00 6.1 12.4 11.8 N/A 27-Jun-02 26.90 31.14 44.03 45.00 67.3 44.5 11.8 N/A 1-Aug-02 27.65 26.99 41.68 41.00 48.3 51.9 11.3 N/A 8-Jul-03 33.50 32.43 40.50 41.00 22.4 26.4 11.3 11.1 9-Jul-04 28.15 29.06 42.00 41.00 45.6 41.1 7.2 2% perp. growth Mean 24.7% 22.6% Median 17.4% 17.3%

Median Premium to Stock Price 17.3% = 85.3% of DCF Target Price Mean Premium to Stock Price 22.6% = 81.6% of DCF Target Price Source: Morgan Stanley Research (1998 – 2004) Note: Pre-stock split (prior to 24-May-1999), prices are left unadjusted. 1 When DCF value and/or target prices are stated as a range in Research, midpoint is taken; where DCF value is unavailable, Fair Market Value from Research is stated. 2 Where Target Price does not exist, DCF value used for calculation. 3 Based on ten-year DCF model.

Scott Valuation Analysis DCF – Pre-Operational Sensitivities ($ in millions, except per share amounts)

Implied Share Price Terminal Value % of Cable Enterprise Value 2009E Cable EBITDA Multiple 2009E Cable EBITDA Multiple 8.0 x 8.5 x 9.0 x 9.5 x 8.0 x 8.5 x 9.0 x 9.5 x 8.0% $ 38.96 $ 41.12 $ 43.27 $ 45.43 8.0% 82.2% 83.1% 83.9% 84.6% 9.0% 37.49 39.56 41.64 43.71 9.0% 81.9% 82.8% 83.6% 84.3% Cable WACC 10.0% 36.08 38.08 40.08 42.07 Cable WACC 10.0% 81.7% 82.6% 83.4% 84.1% 11.0% 34.74 36.66 38.59 40.51 11.0% 81.4% 82.3% 83.1% 83.9%

Implied Share Price — 8.5x EBITDA Multiple, 9.0% Cable WACC Implied 2005E Cable Subscriber Valuation 2005E Scott Business Services EBITDA Multiple 2009E Cable EBITDA Multiple 4.8 x 5.4 x 6.0 x 6.6 x 7.2 x 8.0 x 8.5 x 9.0 x 9.5 x Scott Business Services Valuation 8.0% $ 4,177 $ 4,392 $ 4,606 $ 4,821 2005E $ 1,308 $ 1,472 $ 1,635 $ 1,799 $ 1,962 9.0% 4,031 4,237 4,444 4,650 Discovery % Change in Value 10.0% 3,891 4,090 4,289 4,487 EBITDA Discovery % Change in Cable WACC Multiple Valuation Value (20%) (10%) 0% 10% 20% 11.0% 3,758 3,949 4,140 4,332 11.7 x $ 2,533 (20)% $ 38.05 $ 38.31 $ 38.56 $ 38.82 $ 39.08 12.8 2,849 (10)% 38.55 38.81 39.06 39.32 39.58 Implied Cable Perpetuity Growth Rate 14.0 3,166 0% 39.05 39.30 39.56 39.82 40.08 2009E Cable EBITDA Multiple 15.2 3,483 10% 39.55 39.80 40.06 40.32 40.58 8.0 x 8.5 x 9.0 x 9.5 x 16.3 3,799 20% 40.04 40.30 40.56 40.82 41.08 8.0% 2.0% 2.3% 2.6% 2.9% 9.0% 2.9% 3.3% 3.6% 3.9% Cable WACC 10.0% 3.9% 4.2% 4.5% 4.8% 11.0% 4.8% 5.2% 5.5% 5.8%

Source: Scott Long-Range Plan (07-Sep-2004) Note: Analysis assumes values of Discovery at $3,166mm (14.0x 2005E EBITDA, 21.2x 2004E EBITDA) and Scott Business Services at $1,635mm (6.0x 2005E EBITDA, 7.3x 2004E EBITDA). For illustrative purposes, a 35% tax rate on Discovery (assuming a $0 tax basis) would imply taxes of $1,108mm ($1.75 per share).

Scott Valuation Analysis DCF Operational Sensitivities – 8.5x 2009E Cable EBITDA Multiple and 9.0% Cable WACC ($ in millions, except per share amounts)

Implied Share Price Cable Revenue Growth Sensitivity (3.0)% (1.5)% 0.0% 1.5% 3.0% (3.0)% $ 31.63 $ 33.84 $ 36.18 $ 38.65 $ 41.25 (1.5)% 33.13 35.43 37.87 40.44 43.15 Margin 0.0% 34.62 37.03 39.56 42.24 45.06 Cable EBITDA Sensitivity 1.5% 36.12 38.62 41.26 44.04 46.97 3.0% 37.61 40.21 42.95 45.84 48.88

Implied 2005E Total EBITDA      % of 2005E IBES Median EBITDA Cable Revenue Growth Sensitivity            Cable Revenue Growth Sensitivity

(3.0)% (1.5)% 0.0% 1.5% 3.0% (3.0)% (1.5)% 0.0% 1.5% 3.0% (3.0)% $ 2,560 $ 2,591 $ 2,623 $ 2,655 $ 2,687 (3.0)% 93.4% 94.5% 95.7% 96.9% 98.0% (1.5)% 2,657 2,691 2,724 2,757 2,790 (1.5)% 97.0% 98.2% 99.4% 100.6% 101.8% Margin 0.0% 2,755 2,790 2,824 2,859 2,893 Margin 0.0% 100.5% 101.8% 103.0% 104.3% 105.6% Cable EBITDA Sensitivity 1.5% 2,853 2,889 2,925 2,961 2,997 Cable EBITDA Sensitivity 1.5% 104.1% 105.4% 106.7% 108.0% 109.3% 3.0% 2,951 2,988 3,026 3,063 3,100 3.0% 107.7% 109.0% 110.4% 111.7% 113.1%

Implied 2008E Total EBITDA      % of 2008E IBES Median EBITDA Cable Revenue Growth Sensitivity            Cable Revenue Growth Sensitivity

(3.0)% (1.5)% 0.0% 1.5% 3.0% (3.0)% (1.5)% 0.0% 1.5% 3.0% (3.0)% $ 3,386 $ 3,554 $ 3,728 $ 3,910 $ 4,100 (3.0)% 96.4% 101.2% 106.2% 111.4% 116.8% (1.5)% 3,503 3,677 3,859 4,048 4,245 (1.5)% 99.8% 104.7% 109.9% 115.3% 120.9% Margin 0.0% 3,620 3,801 3,989 4,186 4,391 Margin 0.0% 103.1% 108.3% 113.6% 119.2% 125.1% Cable EBITDA Sensitivity 1.5% 3,737 3,924 4,120 4,324 4,536 Cable EBITDA Sensitivity 1.5% 106.4% 111.8% 117.4% 123.2% 129.2% 3.0% 3,853 4,048 4,251 4,462 4,682 3.0% 109.8% 115.3% 121.1% 127.1% 133.4%

Source: Scott Long-Range Plan (07-Sep-2004); IBES (total EBITDA estimates of $2,741mm in 2005 and $3,511 in 2008) Note: Analysis assumes values of Discovery at $3,166mm (14.0x 2005E EBITDA, 21.2x 2004E EBITDA) and Scott Business Services at $1,635mm (6.0x 2005E EBITDA, 7.3x 2004E EBITDA). For illustrative purposes, a 35% tax rate on Discovery (assuming a $0 tax basis) would imply taxes of $1,108mm ($1.75 per share).

Scott Valuation Analysis DCF Operational Sensitivities – 8.5x 2009E Cable EBITDA Multiple and 9.0% Cable WACC ($ in millions, except per share amounts)

Implied Share Price

Cable Revenue Growth Sensitivity

(3.0)% (1.5)% 0.0% 1.5% 3.0% 3.0% $33.50 $35.87 $38.36 $41.00 $43.78 1.5% 34.06 36.45 38.96 41.62 44.42 0.0% 34.62 37.03 39.56 42.24 45.06 Annual Cable Capex (% of Revenue) Sensitivity (1.5)% 35.18 37.61 40.16 42.86 45.71 (3.0)% 35.74 38.19 40.76 43.48 46.35

Cumulative 2005-2008 Cable Capex Adjustment Cable Revenue Growth Sensitivity

(3.0)% (1.5)% 0.0% 1.5% 3.0% 3.0% $595 $758 $926 $1,098 $1,275 1.5% 164 311 463 619 778 0.0% (267) (135) 0 139 281 Annual Cable Capex (% of Revenue) Sensitivity (1.5)% (698) (582) (463) (341) (215) (3.0)% (1,129) (1,029) (926) (820) (712)

Source: Scott Long-Range Plan (07-Sep-2004); IBES (total EBITDA estimates of $2,741mm in 2005 and $3,511 in 2008) Note: Analysis assumes values of Discovery at $3,166mm (14.0x 2005E EBITDA, 21.2x 2004E EBITDA) and Scott Business Services at $1,635mm (6.0x 2005E EBITDA, 7.3x 2004E EBITDA). For illustrative purposes, a 35% tax rate on Discovery (assuming a $0 tax basis) would imply taxes of $1,108mm ($1.75 per share).

Scott Valuation Analysis Operational Sensitivities ($ in millions) Incremental            Cable Revenue Impact in Selected Year

Cable Revenue Driver            Change1 (% Change in Cable Revenue)2 2005E 2008E Basic Subscriber Growth (1)% $(24) / (0.4)% $(90) / (1.1)% Basic ARPU $(1) (76) / (1.2)% (78) / (1.0)% High Speed Data Penetration (% of Basic) (1)% $(14) / (0.2)% $(14) / (0.2)% High Speed Data ARPU $(1) (34) / (0.5)% (52) / (0.7)% Telephony Penetration (% of Basic) (1)% $(16) / (0.3)% $(14) / (0.2)% Telephony ARPU $(1) (18) / (0.3)% (30) / (0.4)% Source: Scott Long-Range Plan (07-Sep-2004)

1 For each cable revenue driver, analysis assumes other drivers are held constant. 2 Reflects impact to individual year of cable revenue.

Scott Valuation Analysis Future Stock Price Analysis – Scott LRP ($ in millions, except per share amounts)

2-Year Forward Stock Price (12/31/06) 3-Year Forward Stock Price (12/31/07) 2007E Cable 2007E Levered            PV of Future 2008E Cable 2008E Levered            PV of Future EBITDA Multiple            FCF Multiple            Stock Price            EBITDA Multiple            FCF Multiple            Stock Price 8.0 x 19.1 x $35.42 8.0 x 18.0 x $38.06 9% Cost of 8.5 x 20.2 x 37.51 8.5 x 19.0 x 40.16 Equity 9.0 x 21.4 x 39.60 9.0 x 20.0 x 42.26 9.5 x 22.5 x 41.69 9.5 x 21.0 x 44.37 8.0 x 19.2 x $34.80 8.0 x 18.0 x $37.09 10% Cost of 8.5 x 20.3 x 36.85 8.5 x 19.0 x 39.13 Equity 9.0 x 21.4 x 38.90 9.0 x 20.0 x 41.18 9.5 x 22.5 x 40.95 9.5 x 21.0 x 43.22 8.0 x 19.2 x $34.20 8.0 x 18.1 x $36.16 11% Cost of 8.5 x 20.3 x 36.21 8.5 x 19.1 x 38.14 Equity 9.0 x 21.5 x 38.21 9.0 x 20.1 x 40.13 9.5 x 22.6 x 40.22 9.5 x 21.1 x 42.11

Illustrative Other Asset Sensitivity — 8.5x Cable EBITDA Multiple, 10.0% Cost of Equity Scott Business Services Valuation            Scott Business Services Valuation Scott Business Services 2005E EBITDA Multiple            Scott Business Services 2005E EBITDA Multiple 4.8 x 5.4 x 6.0 x 6.6 x 7.2 x 4.8 x 5.4 x 6.0 x 6.6 x 7.2 x Current Scott Business Services Value            Current Scott Business Services Value Discovery            Discovery

2005E            Current $1,308 $1,471 $ 1,635 $1,798 $1,962 2005E            Current $1,308 $1,471 $ 1,635 $1,798 $1,962 EBITDA            Discovery      % Change      % Change in Value            EBITDA            Discovery      % Change      % Change in Value Multiple            Value            in Value (20)% (10)% 0% 10% 20% Multiple            Value            in Value (20)% (10)% 0% 10% 20% 11.7 x $2,533 (20)% $35.26 $35.56 $35.87 $36.17 $36.48 11.7 x $2,533 (20)% $37.50 $37.83 $38.15 $38.48 $38.81 12.8 2,849 (10)% 35.74 36.05 36.36 36.66 36.97 12.8 2,849 (10)% 37.99 38.31 38.64 38.97 39.30 14.0 3,166 0% 36.23 36.54 36.85 37.15 37.46 14.0 3,166 0% 38.47 38.80 39.13 39.46 39.79 15.2 3,483 10% 36.72 37.03 37.33 37.64 37.95 15.2 3,483 10% 38.96 39.29 39.62 39.95 40.28 16.3 3,799 20% 37.21 37.52 37.82 38.13 38.44 16.3 3,799 20% 39.45 39.78 40.11 40.44 40.77 Source: Scott Long-Range Plan (07-Sep-2004) Note: Assumes Scott Business Services is valued at 6.0x forward EBITDA at each future date; assumes a current Discovery valuation of $3,166mm (14.0x 2005E EBITDA, 21.2x 2004E EBITDA), which is

grown at the cost of equity in each subsequent year. Other asset sensitivity varies 2004E Discovery value (grown each subsequent year at the cost of equity) and the Scott Business Services value in each year (based upon 6.0x forward EBITDA).

Scott Valuation Analysis Future Stock Price Analysis – IBES Median Estimates ($ in millions, except per share amounts)

2-Year Forward Stock Price (12/31/06) 3-Year Forward Stock Price (12/31/07) 2007E Cable 2007E Levered PV of Future 2008E Cable 2008E Levered            PV of Future EBITDA Multiple            FCF Multiple Stock Price            EBITDA Multiple            FCF Multiple            Stock Price 8.0 x 20.2 x $31.59 8.0 x 19.0 x $33.09 9% Cost of 8.5 x 21.4 x 33.47 8.5 x 20.1 x 34.94 Equity 9.0 x 22.7 x 35.36 9.0 x 21.1 x 36.79 9.5 x 23.9 x 37.25 9.5 x 22.2 x 38.64 8.0 x 20.3 x $31.04 8.0 x 19.1 x $32.27 10% Cost of 8.5 x 21.5 x 32.89 8.5 x 20.2 x 34.06 Equity 9.0 x 22.7 x 34.74 9.0 x 21.2 x 35.86 9.5 x 23.9 x 36.59 9.5 x 22.3 x 37.65 8.0 x 20.4 x $30.51 8.0 x 19.2 x $31.47 11% Cost of 8.5 x 21.6 x 32.32 8.5 x 20.2 x 33.21 Equity 9.0 x 22.8 x 34.14 9.0 x 21.3 x 34.96 9.5 x 24.0 x 35.95 9.5 x 22.4 x 36.70

Illustrative Other Asset Sensitivity — 8.5x Cable EBITDA Multiple, 10.0% Cost of Equity Scott Business Services Valuation            Scott Business Services Valuation Scott Business Services 2005E EBITDA Multiple            Scott Business Services 2005E EBITDA Multiple 4.8 x 5.4 x 6.0 x 6.6 x 7.2 x 4.8 x 5.4 x 6.0 x 6.6 x 7.2 x Current Scott Business Services Value            Current Scott Business Services Value Discovery            Discovery

2005E            Current $1,308 $1,471 $1,635 $1,798 $1,962 2005E            Current $1,308 $1,471 $1,635 $1,798 $1,962 EBITDA            Discovery      % Change      % Change in Value            EBITDA            Discovery      % Change      % Change in Value Multiple            Value            in Value (20)% (10)% 0% 10% 20% Multiple            Value            in Value (20)% (10)% 0% 10% 20% 11.7 x $2,533 (20)% $31.36 $31.63 $31.91 $32.18 $32.46 11.7 x $2,533 (20)% $32.50 $32.79 $33.08 $33.37 $33.66 12.8 2,849 (10)% 31.84 32.12 32.40 32.67 32.95 12.8 2,849 (10)% 32.99 33.28 33.57 33.86 34.15 14.0 3,166 0% 32.33 32.61 32.89 33.16 33.44 14.0 3,166 0% 33.48 33.77 34.06 34.34 34.63 15.2 3,483 10% 32.82 33.10 33.37 33.65 33.93 15.2 3,483 10% 33.97 34.26 34.54 34.83 35.12 16.3 3,799 20% 33.31 33.59 33.86 34.14 34.41 16.3 3,799 20% 34.45 34.74 35.03 35.32 35.61

Source: Scott Long-Range Plan (07-Sep-2004); IBES (total EBITDA estimates of $2,445mm, $2,741mm, $2,984mm, $3,259mm, and $3,511 in 2004 through 2008, respectively). Note: Assumes Scott Business Services is valued at 6.0x forward EBITDA at each future date; assumes a current Discovery valuation of $3,166mm (14.0x 2005E EBITDA, 21.2x 2004E EBITDA), which is grown at the cost of equity in each subsequent year. Other asset sensitivity varies 2004E Discovery value (grown each subsequent year at the cost of equity) and the Scott Business Services value in each year (based upon 6.0x forward EBITDA). Cable EBITDA based upon proportionate contribution of Cable EBITDA as % of total EBITDA in Scott Long-Range Plan.

Appendix A: Scott Financials

Scott Financials Historical Financial Revenue and EBITDA Since 1998 ($ in millions)

Total Revenue

AGR 9.6 %

4E-’09E C

‘0 $10,200 $9,481 13.9 % $8,736 04E CAGR $7,972 ‘00-’ $7,196 CAGR 16.5 % $6,441 ‘98-’00 $5,760 $5,039 $4,345 $3,820 $2,817 $3,200

1998 ¹ 1999 ² 2000 ³ 2001 2002 2003 2004E 2005E 2006E 2007E 2008E 2009E

YOY Growth 13.6% 19.4% 13.7% 16.0% 14.3% 11.8% 11.7% 10.8% 9.6% 8.5% 7.6%

Total EBITDA

R 12.1 % ‘09E CAG $4,339

‘04E-$3,989 % 0 $3,609 CAGR 15. $3,227 ‘00-’04E $2,824 CAGR 10.7 % $2,456 ‘98-’00 $2,118 $1,779 $1,272 $1,403 $1,421 $1,145

1998 ¹1999 ²2000 ³ 2001 2002 2003 2004E 2005E 2006E 2007E 2008E 2009E

YOY Growth 11.1% 10.3% 1.3% 25.2% 19.0% 16.0% 15.0% 14.3% 11.8% 10.5% 8.8% 1 Pro Forma, per Morgan Stanley Research (13-Sep-1999). 2 Pro Forma, per Morgan Stanley Research (28-Jul-2000). 3 Pro Forma, per Morgan Stanley Research (27-Jun-2002). 4 Pro Forma, per Morgan Stanley Research (28-Oct-2003). 5 Projections per Scott Long-Range Plan (07-Sep-2004).

Scott Financials

Summary of Scott Long-Range Plan (07-Sep-2004)1 ($ in millions) 2004E 2005E 2006E 2007E 2008E 2009E

Residential Cable Revenue $5,623.4 $6,228.9 $6,844.8 $7,454.6 $8,028.2 $ 8,564.3 % Growth 11.1% 10.8% 9.9% 8.9% 7.7% 6.7% Scott Media Revenue $ 420.6 $ 478.4 $ 548.7 $ 605.3 $ 674.9 $ 746.4 % Growth 10.4% 13.7% 14.7% 10.3% 11.5% 10.6% Scott Business Services Revenue $ 396.5 $ 488.7 $ 578.8 $ 676.1 $ 778.2 $ 889.1 % Growth 25.5% 23.2% 18.4% 16.8% 15.1% 14.3% Total Revenue $6,440.5 $7,195.9 $7,972.4 $8,736.0 $9,481.2 $10,199.8 % Growth 11.8% 11.7% 10.8% 9.6% 8.5% 7.6% Residential Cable EBITDA $1,990.5 $2,279.3 $2,580.6 $2,860.5 $3,124.6 $ 3,347.7 % Growth 14.0% 14.5% 13.2% 10.8% 9.2% 7.1% Scott Media EBITDA $ 242.9 $ 272.5 $ 313.9 $ 349.2 $ 392.8 $ 438.1 % Growth 14.8% 12.2% 15.2% 11.3% 12.5% 11.6% Scott Business Services EBITDA $ 222.6 $ 272.5 $ 332.6 $ 399.5 $ 472.1 $ 553.1 % Growth 39.1% 22.4% 22.1% 20.1% 18.2% 17.2% Total EBITDA $2,456.0 $2,824.4 $3,227.1 $3,609.2 $3,989.5 $ 4,339.0 % Growth 16.0% 15.0% 14.3% 11.8% 10.5% 8.8% EBITDA Margin 38.1% 39.2% 40.5% 41.3% 42.1% 42.5% Residential Cable Capex $1,254.4 $1,202.7 $1,105.4 $ 979.1 $ 887.1 $ 817.0 % Growth — (4.1)% (8.1)% (11.4)% (9.4)% (7.9)% Scott Media Capex $ 13.7 $ 18.2 $ 24.8 $ 14.0 $ 14.0 $ 14.0 % Growth — 32.1% 36.4% (43.5)% 0.0% 0.0% Scott Business Services Capex $ 131.8 $ 127.9 $ 116.0 $ 134.0 $ 132.0 $ 130.0 % Growth — (3.0)% (9.3)% 15.5% (1.5)% (1.5)% Total Capex $1,400.0 $1,348.7 $1,246.2 $1,127.1 $1,033.1 $ 961.0 % Growth — (3.7)% (7.6)% (9.6)% (8.3)% (7.0)% Total Capex as % of Total Revenue 21.7% 18.7% 15.6% 12.9% 10.9% 9.4% Note: Residential Cable includes High Speed Data and Telephony. % Growth is represented as year-over-year. Source: Projections per Scott Long-Range Plan (07-Sep-2004)

Appendix B: Other Asset Valuation Analyses

Other Asset Valuation Analyses Scott Business Services Valuation ($ in millions)

Analysis at Various Prices Comparison of Research to Management Plan

Scott Business Services Value $1,300 $1,400 $1,500 $1,600 $1,700 $1,800 $1,900 Implied EBITDA Multiples EBITDA $778 2004E EBITDA (LRP) $223 5.8x 6.3x 6.7x 7.2x 7.6x 8.1x 8.5x $676 2005E EBITDA (LRP) 272 4.8 5.1 5.5 5.9 6.3 6.6 7.0 $579 2004E EBITDA (MS Research) 138 9.4 10.1 10.9 11.6 12.3 13.0 13.8 $489$373$383 2005E EBITDA (MS Research) 141 9.2 9.9 10.6 11.3 12.1 12.8 13.5 $397 $348 $352 $362 Revenue $472 Implied Scott Business Services Valuation $333 $400 2005E EBITDA Multiple EBITDA $223 $138 $272 $141 $145 $150 $156 ITC TW Telecom LEC            XO Mean Median 2004E 2005E 2006E 2007E 2008E 2004E 2005E 2006E 2007E 2008E Multiple 5.0x 6.3x 7.7x 9.5x 7.1x 7.0x            Management Plan            Morgan Stanley Research (12-Oct-2004) Implied Enterprise Value $1,360 $1,726 $2,091 $2,587 $1,941 $1,908

Comparable Growth Profile DCF Analysis (Scott LRP – Sep. 2004)

Revenue Growth EBITDA Growth Scott Business Services Enterprise Value ‘04E- ‘04E-’09E ‘04E- ‘04E-’09E 2009E Scott Business Services EBITDA Company ‘05E CAGR ‘05E CAGR Multiple

ITC 4.9% 8.1% 23.2% 19.9% 5.0x 5.5x 6.0x Time Warner Telecom 18.7 11.0 4.3 13.7 8.0% $2,521 $2,721 $2,921 US LEC 11.9 11.9 33.4 25.5 8.5% 2,477 2,673 2,869 XO Communications 16.5 6.9 NM NM Mean 13.0% 9.5% 20.3% 19.7% 9.0% 2,434 2,626

2,818 Median 14.2% 9.6% 23.2% 19.9% CBS WACC 9.5% 2,391 2,580 2,769 Scott Business 23.2% 17.5% 22.4% 20.0% Services

Source: Scott LRP (07-Sep-2004); Wall Street Research Note: Implied Valuation Analysis assumes Scott Business Services 2005E EBITDA at $272mm.

Other Asset Valuation Analyses Discovery ($ in millions)

Analysis at Various Prices Discovery Valuation Summary

Discovery 2005E EBITDA Multiple 12.5 x 13.0 x 13.5 x 14.0 x 14.5 x 15.0 x 15.5 x            Private            Public EBITDA Implied Discovery Enterprise Value $1,093 $13,663 $14,209 $14,756 $15,302 $15,849 $16,395 $16,942 100% FV of 100% FV of Implied Scott Discovery Value (25% Stake) 2,758 2,894 3,030 3,166 3,302 3,438 3,574 Discovery Implied Value            Discovery Implied Value Implied EBITDA Multiples (Enterprise for 25% Equity (Enterprise for 25% Equity 2005E (90% of Plan) $984 13.9 x 14.4 x 15.0 x 15.6 x 16.1 x 16.7 x 17.2 x Date            Firm            Value) Interest            Value) Interest 2005E (80% of Plan) 874 15.6 16.3 16.9 17.5 18.1 18.8 19.4 29-Apr-2004 Morgan Stanley $13,217 $2,654 $13,217 $2,654 2005E (MS Research) 896 15.2 15.9 16.5 17.1 17.7 18.3 18.9 23-Apr-2004 Deutsche Bank 14,045 2,861 11,236 2,159 2004E EBITDA (Plan) $723 18.9 x 19.7 x 20.4 x 21.2 x 21.9 x 22.7 x 23.4 x 20-Apr-2004 CSFB 16,450 3,463 13,160 2,640 2004E (95% of Plan)¹ 687 19.9 20.7 21.5 22.3 23.1 23.9 24.7 2004E (MS Research) 711 19.2 20.0 20.8 21.5 22.3 23.1 23.8 30-Mar-2004 Prudential 15,060 3,115 15,060 3,115 1. Reflects 95% of plan per Management guidance. 16-Mar-2004 UBS Warburg 12,806 2,552 12,806 2,552 Performance vs. Plan Pre-Tax            Mean $14,316 $2,929 $13,096 $2,624 % % % % % Median 14,045 2,861 13,160 2,640

2002 Change 2003 Change 2004E Change 2005E Change 2006E Change Total Revenues            Post-Tax            Mean $9,305 $1,912 $8,512 $1,712 2002 Plan 2,042 — 2,474 — 3,041 — 3,667 — 4,254 — Median 9,129 1,882 8,554 1,711 2003 Plan 1,717 (15.9)% 2,022 (18.3)% 2,496 (17.9)% 3,070 (16.3)% 3,694 (13.2)% 2004 Plan — — 1,993 (1.4)% 2,454 (1.7)% 3,004 (2.1)% 3,628 (1.8)% Source: Summary of Wall Street estimates per Scott Management

Total EBITDA 2002 Plan 540 — 787 — 1,182 — 1,617 — 2,008 — 2003 Plan 379 (29.8)% 483 (38.6)% 870 (26.4)% 1,287 (20.4)% 1,784 (11.2)% 2004 Plan — — 497 2.9% 723 (16.9)% 1,092 (15.2)% 1,532 (14.1)% Source: 2002-2004 Discovery management plans Note: Highlighted figures denote actual results

Cable Programming Deal Comparison Scripps Analysis

LTM 2004E 2005E

Percent Impl. Value FTE Subs EBITDA Value/ Date Acquiror/Target            Sold ($mm) (mm) Mutiple Subscriber Total Enterprise Value $8,281 $8,281 03/2004 Comcast / TechTV 100.0 % $300 43 NM $6.98 Newspaper EBITDA 260 286 07/2003 Liberty Media / QVC 56.5 13,618 138 15.1 x 98.68

06/2003 Cablevision / MGM (Rainbow Stakes — AMC, IFC & WE) 20.0 2,500 143 16.3 17.45 Median Newspaper EBITDA Multiple 10.6 x 10.6 x 04/2003 Viacom / Comedy Central 50.0 2,450 82 32.3 29.95 Newspaper Enterprise Value $ 2,745 $ 3,029 11/2002 NBC / Bravo 100.0 1,250 68 22.2 18.27 04/2002 The New York Times Co. / Discovery Civilization 50.0 200 14 NA 14.29 Television EBITDA 122 106 12/2001 Vivendi Universal / USA Networks 93.0 11,075 176 18.3 63.11 Median Television EBITDA Multiple 10.3 x 10.3 x 07/2001 Walt Disney / Fox Family Worldwide 100.0 5,200 116 26.5 45.02 5/2001 Comcast / Golf Channel 30.8 1,185 35 33.3 34.34 Television Enterprise Value $ 1,259 $ 1,096 5/2001 Comcast / Outdoor Life 83.2 615 36 NM 17.09

Implied Programming Enterprise Value $4,278 $4,155 2/2001 MGM/Rainbow Media’s Cable Network Partnerships 20.0 4,125 149 33.9 27.67 11/2000 Viacom / BET Holdings 100.0 3,000 71 30.4 42.37Programming EBITDA 249 321 10/1999 Gemstar / TV Guide 100.0 9,2008845.8104.31 % Growth — 28.8% 3/1998 Robert Johnson & Liberty Media / BET Holdings 37.0 1,131 53 16.1 21.39 Mean 26.4 x $38.64 Implied Programming EBITDA Multiple 17.2 x 13.0 x Median 26.5 28.81 Implied Prog. EBITDA Multiple / Growth 0.60 x Source: Kagan, News Articles, and Public Filings.

Source: Company SEC filings; Wall Street research

Other Asset Valuation Analyses Potential Structural Alternatives for Discovery

Overview of Discovery Agreement (Sale of Discovery Shares) Potential Structural Alternatives

# Scott must sell all, and not less than all, of its Discovery shares and # Split-off with Cash the buyer must acquire all, and not less than all, of those shares # Mixing bowl partnership

# Third Party Offer: # Sale for stock hedges — In writing and binding

# Borrow against Discovery Stake — Identifying the Third Party

— Describing all consideration, material terms and conditions, including a covenant to pledge the Discovery Shares to the Banks pursuant to its existing Pledge Agreement

— Using customary conditions only No unstated conditions No contingencies — Offer must accurately reflect fair market value of offered shares

# Must submit the Third Party Offer along with a written offer to sell the shares at the Third Party Price to both Newhouse and Liberty

# Third Party Price must include an amount equal to the fair market value of any non-cash consideration

# Once a Third Party Offer is submitted, than Newhouse and/or Liberty can take anywhere from 30 to 55 days to elect in writing to acquire the shares and up to another 90 days to close the sale

# If Newhouse and liberty do not elected to purchase all the shares of Scott, then Scott shall have the right to sellall its shares to the Third Party within 90 days following the last election period

# Newhouse and Scott have reciprocal ROFR on each other’s shares

Source: Scott management

Appendix C: Additional Scott Valuation Materials

Additional Scott Valuation Materials Cable WACC Analysis ($ in millions)

Scott Cablevision Charter Comcast Insight Mediacom TWC (1) Cost of Debt Credit Rating Baa2 / BBB Ba3 / BB Caa / CCC+ Baa3 / BBB Caa2 / B- Caa1 / BB Baa1 / BBB+ Cost of Debt (10 years) 6.15% 7.25% 16.00% 5.50% 10.50% 10.25% 5.70% Spread to LIBOR (bps) 433 543 1418 368 868 843 388 Tax Rate 35.0% 35.0% 35.0% 35.0% 35.0% 0.0% 35.0% After-tax Cost of Debt 4.0% 4.7% 10.4% 3.6% 6.8% 10.3% 3.7%

Cost of Equity Risk-free Rate (10-yr UST) 4.05% 4.05% 4.05% 4.05% 4.05% 4.05% 4.05% Equity Beta (Raw) (2) 0.70 1.40 2.40 0.97 1.29 1.37 1.09 Market Risk Premium (3) 6.9% 6.9% 6.9% 6.9% 6.9% 6.9% 6.9% Cost of Equity 8.9% 13.7% 20.6% 10.7% 13.0% 13.5% 11.6%

WACC

Debt / Total Cap 24.0% 60.2% 92.5% 25.9% 74.2% 79.4% 26.1% Equity / Total Cap 76.0% 39.8% 7.5% 74.1% 25.8% 20.6% 73.9% WACC 7.7% 8.3% 11.2% 8.9% 8.4% 10.9% 9.5%

Source: Scott Management, Wall Street Research, Public Filings, and Bloomberg 1 Assumes debt rate, equity beta, and capital structure identical to those of Time Warner, Inc. 2 Source: Bloomberg; updated as of 15-Oct-2004. 3 Market risk premium from 1946-2003; Source: Ibbotson. 4 Market value of debt assumed to be book value. 5 Market capitalization calculated as of 15-Oct-2004.

Additional Scott Valuation Materials Business Services WACC Analysis ($ in millions)

ITC Deltacom            Nextel Comm. Time Warner Telecom            US LEC            XO Comm. Market Value of Debt (1) $353 $ 9,223 $1,251 $378 $354 Market Cap (2) $233 $27,695 $ 589 $129 $535 Debt / Market Cap 151.6% 33.3% 212.5% 292.7% 66.2% Equity / Total Cap 39.7% 75.0% 32.0% 25.5% 60.2% Tax Rate (3) 35.0% 35.0% 35.0% 35.0% 35.0% Equity Beta 1.06 1.38 1.94 1.19 N/A Asset Beta 0.53 1.13 0.81 0.41 N/A Median Asset Beta 0.67 Mean Asset Beta 0.72 Scott Business Services Mean Asset Beta 0.72 0.72 0.72 Equity Beta (levered) 0.72 0.72 0.72 Risk-free Rate (10-yr UST) 4.1% 4.1% 4.1% Market Risk Premium 5.9% 6.9% 7.9% Cost of Equity 8.3% 9.0% 9.8% WACC Debt / Total Cap 0.0% 0.0% 0.0% Equity / Total Cap 100.0% 100.0% 100.0% WACC 8.3% 9.0% 9.8%

Source: Wall Street Research, public filings, Bloomberg (Raw Equity Beta), and Ibbotson (equity risk premium) 1 Market value of debt assumed to be book value. 2 Market capitalization calculated as of 15-Oct-2004. 3 35% tax rate assumed for ITC Deltacom, Nextel Communications, Time Warner Telecom, US LEC, and XO Communications.

Appendix D: Credit Analysis

Credit Perspectives Debt Raised at Various Offer Prices ($ in millions)

The currently contemplated transaction involves a joint tender structure through which 213mm shares are purchased at the Scott level and approximately 28mm shares are purchased at the Peter level Scenario 1: Incremental Borrowing for 213mm Shares Occurs at Scott Level

First Revised Second Revised Third Revised Initial Offer Current Verbal Indication Verbal Indication Verbal Indication Verbal Indication (2-Aug-2004) Price (11-Oct-2004) (15-Oct-2004) (15-Oct-2004) (15-Oct-2004) Purchase Price Per Share $32.00 $33.26 $33.50 $34.00 $34.50 $34.75 2004YE Scott Existing Debt $ 6,408 $ 6,408 $ 6,408 $ 6,408 $ 6,408 $ 6,408 Scott New Debt 6,816 7,084 7,136 7,242 7,349 7,402 2004PF Total Scott Debt 13,224 13,492 13,544 13,650 13,757 13,810 Total Debt / 2004E EBITDA 5.4 x 5.5 x 5.5 x 5.6 x 5.6 x 5.6 x Implied Rating Ba1 / BBB- Ba1 / BBB- Ba1 / BBB- Ba1 / BBB- Ba1 / BBB- Ba1 / BBB-2005PF Total Debt $ 12,487 $ 12,765 $ 12,818 $ 12,929 $ 13,039 $ 13,094 Total Debt / 2005E EBITDA 4.4 x 4.5 x 4.5 x 4.6 x 4.6 x 4.6 x 2006PF Total Debt $ 11,525 $ 11,869 $ 11,984 $ 12,099 $ 12,156 $ 12,271 Total Debt / 2006E EBITDA 3.6 x 3.7 x 3.7 x 3.7 x 3.8 x 3.8 x Total Peter Funding Required1 $ 903 $ 938 $ 945 $ 959 $ 973 $ 980 Total Peter + Scott Funding $ 7,719 $ 8,023 $ 8,081 $ 8,201 $ 8,322 $ 8,382

Scenario 2: Incremental Borrowing for 213mm Shares Occurs at Peter Level

First Revised Second Revised Third Revised Initial Offer Current Verbal Indication Verbal Indication Verbal Indication Verbal Indication (2-Aug-2004) Price (11-Oct-2004) (15-Oct-2004) (15-Oct-2004) (15-Oct-2004) Purchase Price Per Share $32.00 $33.26 $33.50 $34.00 $34.50 $34.75 2004YE Scott Existing Debt $ 6,408 $ 6,408 $ 6,408 $ 6,408 $ 6,408 $ 6,408 Scott New Debt 6,816 6,816 6,816 6,816 6,816 6,816 2004PF Total Scott Debt 13,224 13,224 13,224 13,224 13,224 13,224 Total Debt / 2004E EBITDA 5.4 x 5.4 x 5.4 x 5.4 x 5.4 x 5.4 x Implied Rating Ba1 / BBB- Ba1 / BBB- Ba1 / BBB- Ba1 / BBB- Ba1 / BBB- Ba1 / BBB-2005PF Total Debt $ 12,487 $ 12,487 $ 12,487 $ 12,487 $ 12,487 $ 12,487 Total Debt / 2005E EBITDA 4.4 x 4.4 x 4.4 x 4.4 x 4.4 x 4.4 x 2006PF Total Debt $ 11,525 $ 11,525 $ 11,525 $ 11,525 $ 11,525 $ 11,525 Total Debt / 2006E EBITDA 3.6 x 3.6 x 3.6 x 3.6 x 3.6 x 3.6 x Total Peter Funding Required2 $ 903 $ 1,207 $ 1,265 $ 1,385 $ 1,506 $ 1,566

Total Peter + Scott Funding $7,719 $8,023 $8,081 $8,201 $8,322 $8,382 1 Reflects funding for 28mm shares purchased at Peter level.

2 Reflects funding for 28mm shares purchased at Peter level and incremental funding for the 213mm shares purchased at Scott level above $32 per share.

EX-99.C.8

Exhibit (c)(8)

BOND AND PECARO

FAIR MARKET VALUATION

OF

COX ENTERPRISES, INC.

AS OF DECEMBER 31, 2003

FAIR MARKET VALUATION OF

COX ENTERPRISES, INC.

AS OF DECEMBER 31, 2003

COX COMMUNICATIONS, INC.

     The pace of cable deals hastened slightly in 2003, with a continued absence of many multi-system operators (“MSO”s) participating in transactions. There were 34 cable television system transactions reported during the year, compared to 23 in 2002. Consequently, cable deal volume rose 10.0% to $1.5 billion. The systems served 654,760 subscribers and were traded at a modest 9.4 times projected cash flow.¹

     The top cable television transaction during 2003 was Atlantic Broadband’s $765.0 million purchase of certain Charter Communications’ cable systems, reflecting a per subscriber cost of approximately $3,255. Others major deals included Susquehanna’s purchase of cable television systems from RCN for $120.0 million, or $4,051 per subscriber, and Time Warner’s purchase of the Shaw systems for $112.0 million, or $2,545 per subscriber.²

     The number of basic cable television subscribers dropped slightly during 2003 by 0.2% to 73.4 million subscribers, reflecting an estimated 67.7% cable penetration of U.S. television households. Overall cable television revenues rose to $51.3 billion, about a 6.0% increase over last year.³

     During 2003, cable television companies invested an estimated $10.6 billion in infrastructure upgrades and improvements. By the end of 2003, more than 90% of cable homes were passed with cable plant with a capacity of at least 550 MHz, and almost 90 million cable homes were passed with cable

1	“Private Equity Investors Keep Cable Deal Market Afloat,” Paul Kagan Cable TV Investor, January 31, 2004, pg. 9.
2	“Top 10 Deals of 2003 (By Basic Subs),” Paul Kagan Cable TV Investor, January 31, 2004, pg. 9.
3	“Cable Televison Industry Overview 2003,” National Cable Television Association, pg. 20.

plant with a capacity of 750 MHz or higher.⁴ As of December 1, 2003, approximately 70 million U.S. homes were capable of receiving the increased picture quality of high-definition television (HDTV), which was launched over the last two years.⁵ More than 20 percent of households with cable television began using cable modems during 2003, translating to about 15 million high-speed Internet customers.⁶ By the end of the third quarter of 2003, about 2.5 million homes were being served by cable telephone service.⁷

Cox Communications, Inc.

     On February 1, 1995, Cox Communications, Inc. (“CCI”) Class A common stock became publicly traded on the New York Stock Exchange. At year-end 2003, CEI owned approximately 63.4% of the 620,556,374 outstanding shares of CCI.

     As of December 31, 2003, CEI’s majority interest CCI has been valued at $21,308,200,000. This valuation reflects the financial performance and prospects for the CCI cable television systems, as well as CCI’s investments such areas as programming, cable operations, and telecommunications technology.

     In December 2003, CCI’s Roanoke, Virginia cable television system began offering Cox Digital Telephone. This marks the company’s 12th telephone market, joining Phoenix and Tucson, Arizona; Orange County and San Diego, California; Connecticut and Rhode Island; Wichita, Kansas; New Orleans, Louisiana; Omaha, Nebraska; Oklahoma City, Oklahoma; and Hampton Roads, Virginia. The telephone launch the Roanoke market also marked CCI’s first offering of Voice over Internet Protocol (VoIP) technology, which allows phone calls to be transported over Cox’s private, IP-based data network.

4	Ibid, pg. 2.
5	Ibid, pg. 3.
6	Ibid, pg. 8.
7	Ibid, pg. 9.

     Telephone continued to grow revenues, contributing an estimated 11.5% of service revenues in 2003. High-speed data revenues rose 70.6%, contributing 18.4% of service revenues in 2003, up from 12.7% 2002. In CCI service areas, Cox High Speed Internet was the leading Internet service provider with a 31% penetration level, compared to AOL’s 26%.

     At the end of the third quarter of 2003, an estimated 2.1 million customers, or approximately 32% of all CCI customers, were bundling telephone, video, or high-speed Internet products. Bundling penetration was higher in phone markets, averaging 42%, and reaching as high as 60% in the Omaha and Orange County markets. CCI maintained positive net free cash flow for 2003.

Valuation Method

     The principal method used in the appraisal of the properties is the discounted cash flow method of valuation, a variation of the income approach.

     The income approach quantifies a series of expected economic benefits associated with an income producing asset or a business entity. The fair market value of such a property may be expressed by discounting these future benefits.

     The cost approach is not applicable to many of the CCI properties. The important intangible assets owned by these businesses, such as franchises and associated subscriber relationships, cannot be purchased and, as such, have no readily discernable replacement cost. The market approach may be useful in the valuation of cable television properties, but due to differences among systems and markets the opportunities to employ this approach in a meaningful manner are limited.

     The discounted cash flow methodology rests upon a quantitative model which incorporates variables such as market households, homes passed, subscriber penetration and

rates, anticipated operating profit margins, and various discount rates. The variables used the analysis reflect historical system and market trends, as well as anticipated performance and market conditions.

     In a typical analysis of this type, a discounted cash flow projection period of ten years is considered to be an appropriate time horizon. Cable television operators typically expect to recover their investments within a ten year period. It is during this period that projections regarding subscriber penetration, revenues, and operating profit margins can be made with the highest degree of accuracy.

     Over this ten year period, projected subscriber penetration levels, service rates, and operating profit margins were used to project system operating profits. Federal, state, and local taxes were deducted from projected operating profits to determine after-tax net income. Depreciation expenses were added back to the after-tax income stream and projected capital expenditures were subtracted to calculate net after-tax cash flows. The stream of annual cash flows was adjusted to present value.

     Additionally, it was necessary to project the residual value at the end of the ten year projection period. In order to determine this value, an operating cash flow multiple was applied to the final operating cash flow projection. The terminal value represents the hypothetical value of the cable television property at the end of the projection period. Taxes were deducted from the indicated terminal value. The net terminal value was then discounted to present value.

     An abbreviated form of the discounted cash flow method of analysis is the revenue or cash flow multiple approach. Under this approach, current or projected revenues or cash flows of a cable television system, or some combination of these, forms the basis for a calculation of approximate market value.

     Where a history of revenues and cash flows permitted projection of discounted cash flows for CCI’s programming and telephony investments, such a method was employed. In instances where investments were recent and there was not yet a sound basis upon which to

project such cash flows, a cost method, or a variation thereof, was used.

Summary of Cox Communications, Inc. Financial Results

     Total CCI revenue s reached $5,758.9 million during 2003, with expenses up 117% and IBD continuing to surge, up 19.0% from 2002 levels to $2,116.9 million.

     CCI’s bundled services, including Cox Digital Telephone, Cox High-Speed Internet access, and digital cable, all continued to grow over the past year. New service revenue generating units (“RGU”s) jumped 28.2% from 3.9 million to approximately 5.1 million during 2003, and are forecast to increase by another 23.5% to reach 6.3 on RGUs in 2004.

     The CCI 2004 budget anticipates a 12.9% revenue increase, with a 16.1% growth in IBD from $2,116.9 million to $2,458.1 million. A preliminary five year management forecast projects total CCI revenues to grow at a compound annual rate of 12.0% to $10,162.0 million, mainly driven by compound annual rates of almost 20% for data and telephone services. IBD is forecast to increase at a compound annual rate of 14.6% to reach $4,184.0 million by 2008.

     Cable Systems

     The CCI cable systems enjoyed a stellar year in 2003. All but one system reported double-digit growth in revenues, and almost one third of the cable systems enjoyed IBD growth in excess of 20% over 2002 levels.

     As shown in Table 5, the Phoenix cable television system again led the CCI systems in revenue, earning $671.0 a 22.7% increase over last year. The Phoenix cable television system also enjoyed the largest IBD gain, up 38.8% over 2002 levels to reach $268.2 million. Both the number of high-speed data and telephony customers rose by about 50.0% to 312,049 and 213,505 respectively.

     The San Diego cable television system continued as the second highest contributor of revenues and IBD to the division. Revenues rose 13.0% to $552.4 million and IBD reached $236.7 million, a 17.4% increase. High-speed data, telephone, and digital cable services continued to grow, with a combined growth of 22.5% over 2002 levels.

     The Hampton Roads cable television system completed its 750 MHz upgrade during 2003. The number of high-speed data customers enjoyed a 45.1% rise, and telephone customers grew 38.0% over the year. The system earned revenues of $452.7 million, up 15.8%, and IBDA grew 21.5% from $162.6 million in 2002 to $197.5 million in 2003.

     The Orange County cable television system completed it consolidation of the Palos Verdes system, and launched high definition television (HDTV), Home Network, CSAP, and Fast Connect during 2003. Revenues rose 13.7% and IBD was up 21.3%.

     During 2003, the Northern Virginia cable television system deployed switch and closed rings preparation for its 2004 telephone launch. The number of high-speed Internet and digital cable customers grew by 59.4% and 51.9% respectively. Revenues rose 14.9% to $223.3 million and IBD was up 13.1%.

     In November 2003, CCI agreed to sell certain non-clustered cable systems in Oklahoma, Kansas, Texas, and Arkansas to Allegiance Communications, LLC. As of December 31, 2003, the transaction had not closed.

Other Cable Properties

     CCI owns a 25% interest in Discovery Communications, Inc., operator of The Discovery Channel, The Learning Channel, the Travel Channel, Animal Planet, Discovery Health, and ancillary cable television programming businesses. The Discovery Channel and The Learning Channel distribute science and technology, education, travel, and adventure programming to cable television

systems throughout the United States and internationally.

     CCI continued to develop cable television news channels in several market areas including Hampton Roads, Las Vegas, New Orleans, Oklahoma City, Phoenix, Rhode Island, San Diego, and Tulsa. CCI owns partial interests in these enterprises.

     Other CCI investments include common stock and warrants Meta TV, Gateway, LLC, @Security, Liberate Technologies Ltd., and Syndeo. During 2003, CCI invested $1.5 million for a 4.3% interest in Nuera Communications , a company that develops voice-over IP switch technology.

     CCI holds a 12.5% interest in the Women’s United Soccer Association (WUSA); due to a lack of financial support, the league suspended operations on September 15, 2003.

Table 5
Cox Communications, Inc. Revenues and Income
(Dollar Amounts Shown in Thousands)

								Income Before Depreciation
	Operating Revenues							And Amortization
Cable	2002		2003		Change			2002		2003		Change
System
Eastern Region
Baton Rouge	$	117,758	$	133,146		13.1	%	$	40,966	$	48,239		17.8	%
Cleveland		41,289		46,233		12.0	%		15,789		17,342		9.8	%
Gainesville/Ocala		52,407		61,262		16.9	%		19,583		24,138		23.3	%
Gulf Coast		99,419		113,102		13.8	%		40,181		47,392		17.9	%
Hampton Roads		390,977		452,681		15.8	%		162,564		197,496		21.5	%
Middle Georgia		51,538		57,608		11.8	%		18,995		23,095		21.6	%
New England		363,398		417,612		14.9	%		147,595		170,604		15.6	%
New Orleans		208,333		240,758		15.6	%		73,967		84,778		14.6	%
Northern Virginia		198,741		228,291		14.9	%		73,715		83,399		13.1	%
North Carolina		54,425		62,010		13.9	%		22,985		24,302		5.7	%
Roanoke		39,695		44,312		11.6	%		17,429		19,544		12.1	%
Central Region
Middle America Cox (91.25%)		471,591		525,276		11.4	%		205,516		224,753		9.4	%
Oklahoma City		237,394		271,273		14.3	%		99,060		119,001		20.1	%
Tulsa		111,504		127,961		14.8	%		39,881		48,733		22.2	%
Omaha		193,644		227,143		17.3	%		83,874		103,287		23.1	%
Peak Utah/Nevada		2,513		0		(100.0)	%		589				(100.0)	%
West Texas		134,293		150,043		11.7	%		52,296		58,981		12.8	%
Kansas		207,619		228,792		10.2	%		92,800		99,509		7.2	%
Greater Oklahoma		39,579		42,880		8.3	%		14,584		16,611		13.9	%

Table 5

(Dollar Amounts Shown in Thousands)

System (continued)
Western Region
California Central	$	65,323	$	72,760	11.4	%	$	23,134	$	27,058	17.0	%
Humboldt		18,124		20,528	13.3	%		7,283		8,515	16.9	%
Las Vegas System		295,923		344,174	16.3	%		130,954		154,133	17.7	%
Orange County/Palos Verdes		310,976		353,430	13.7	%		122,698		148,802	21.3	%
Phoenix		546,694		671,030	22.7	%		193,162		268,175	38.8	%
San Diego		488,837		552,431	13.0	%		201,550		236,680	17.4	%
Tucson/Sierra Vista		80,754		94,632	17.2	%		30,152		34,450	14.3	%
Total System Value	$	4,822,748	$	5,539,368	14.9	%	$	1,931,302	$	2,289,017	18.5	%
Other	$	215,850	$	219,500	1.7	%	$	(152,063)	$	(170,062)	11.8	%
Total CCI	$	5,038,598	$	5,758,868	14.3	%	$	1,779,239	$	2,118.955	19.1	%

Table 6
Cox Communications, Inc. Valuation
(Dollar Amounts Shown in Thousands)

	2003
	Valuation
Cable System
Eastern Region
Baton Rouge	$	815,000
Cleveland		300,000
Gainesville/Ocala		405,000
Gulf Coast		770,000
Hampton Roads		3,000,000
Louisiana		1,300,000
Middle Georgia		360,000
New England		2,700,000
Northern Virginia		1,450,000
Roanoke		425,000
		285,000

	2003
	Valuation
Central Region
Middle America Cox		3,300,000
Oklahoma City		1,750,000
Tulsa		800,000
Omaha		1,500,000
West Texas		960,000
Kansas		1,650.000
Greater Oklahoma		325,000

Table 6
(continued)

(Dollar Amounts Shown in Thousands)

				2003
				Valuation
Cable System (continued)
Western Region
California Central				$	430,000
Humboldt					135,000
PSDL, Inc.
Las Vegas System	$	2,650,000
Hospitality Network		190,000
XO Nevada (Formerly NextLink)		0
Subtotal Pre-Debt Las Vegas Value	$	2,840,000
Less: Debt		(650,800	)
Subtotal After-Debt Las Vegas Value	$	2,189,200
CCI’s 80% Ownership					1,751,400
Orange County/Palos Verdes					2,200,000
Phoenix					4,000,000
San Diego					3,600,000
Tucson/Sierra Vista					590,000
Subtotal Cable Systems				$	34,801,400
Less: Unallocated Division Overhead					(1,851,700	)
Total CCI Continuing Operations				$	32,949,700

Table 6
(continued)

(Dollar Amounts Shown in Thousands)

	2003
	Valuation
Other Communications Properties
Investments – Programming
Digital Cable Radio (13.6%)	$	2,800
Discovery Communications (25%)		3,000,000
InDemand/PPVN/Viewer’s Choice (15.6%)		0
Sunshine Network (5.3%)		500
Investments – Telecommunications and Technology
Sprint PCS	$	1,700
Sprint PCS Warrants and Convertible Preferred Stock		0
Sprint PCS PRIZES		0
Sprint PHONES		0
Sprint Discount Debentures		0
Investments – Other
Liberate Technologies LTD (1%)	$	3,500
TiVO, Inc. (0.4%)		1,600
Legacylink.com LTD		0
Lightspan (2.3%)		1,500
@Security (6.8%)		4,800
TV Gateway LC (Guideco) (31.0%)		9,700
Katalyst (5.5%)		0
WUSA (12.5%)		0
CoaxMedia (2.3%)		0

Table 6
(continued)

(Dollar Amounts Shown in Thousands)

	2003
	Valuation
Investments – Other (continued)
META TV (20.1%)	$	11,400
CWK Network (7.9%)		1,000
Syndeo (2.7%)		2,500
Nuera Communications (4.3%)		1,500
Investments – Cable News Channels
National Cable Communications (20.0%)	$	44,000
News Channel 15 (San Diego) (50.0%)		7,800
Arizona News Channel, LLC (50.0%)		8,000
Newswatch 15 (New Orleans) (50.0%)		7,500
News Now 53 (Oklahoma City) (50.0%)		1,500
Local News On Cable (Hampton Roads) (33.3%)		1,500
Ad Link (10.0%)		5,500
New England News Channel (65.0%)		2,600
Las Vegas One (33%)		1,000
Spanish Arizona News Channel (MAS Arizona) (50.0%)		0
Newschannel Tulsa (50.0%)		400
Total Other Cable Properties	$	3,122,300
Subtotal CCI	$	36,072,000

Table 6
(continued)

(Dollar Amounts Shown in Thousands)

	2003
	Valuation
Plus: Hawker Aircraft	$	11,300
Plus: Woodside Terrace Building – Mansell Road		21,000
Less: Sprint PRIZES		(14,600	)
Less: Premium PHONES		(100	)
Less: Discount Debentures		(30,800	)
Less: Prepaid Forwards		0
Less: Net Asset Adjustment		(750,500	)
Less: Outstanding Debt (excluding Las Vegas Debt)		(6,266,200	)
Total CCI Valuation	$	29,042,100
Less: Minority Ownership of 227,267,405 Shares		(7,733,900	)
Total CEI Cox Communications Value	$	21,308,200

APPENDIX A

QUALIFICATIONS OF JAMES R. BOND, JR., TIMOTHY S. PECARO,
AND SANDA YEE BLANK

PROFESSIONAL EXPERIENCE AND QUALIFICATIONS

JAMES R. BOND, JR.

James R. Bond, Jr. is a principal in the consulting firm of Bond & Pecaro, Inc., a Washington-based consulting firm specializing valuations, asset appraisals and related financial services for the communications industry. In this capacity, he is routinely retained to examine and study economic issues which affect media businesses.

Before the formation of Bond & Pecaro, Inc., Mr. Bond was a Vice President with Frazier, Gross Kadlec, Inc. Mr. Bond joined that firm in 1978, was appointed Manager of Asset Appraisal Services in 1979, and in 1982 was named Vice President. During this experience he engaged in the development and preparation of asset appraisal reports and economic analyses for owners of broadcast and cable television properties.

Mr. Bond has been retained to appraise, for a fee, the assets of over 2,500 radio, television, radio common carrier, and cable television properties. He is a member of the Society of Broadcast Engineers (SBE), the Cable Television Tax Professionals Institute (CTTPI), and the Society of Cable Television Engineers (SCTE). He is a member and past director of the Broadcast Cable Financial Management Association (BCFM), and has served on that organization’s Taxation Advisory and Industry Education Committees. He also serves on the National Association of Broadcasters (NAB) Tax Advisory Panel and Depreciation Task Force. Mr. Bond is a Certified Senior Radio Broadcast Engineer (SBE), a Certified Senior Television Broadcast Engineer (SBE), and holds an FCC First Class Radiotelephone Operator License.

He has testified as an expert witness in connection with numerous telecommunications valuation matters before federal, state and local courts.

Mr. Bond received a Bachelor of Arts degree in Radio, Television and Motion Pictures from the University of North Carolina at Chapel Hill in 1976. Mr. Bond also holds a Masters Degree in Business Administration from the University of Virginia in Charlottesville, Virginia.

PROFESSIONAL EXPERIENCE AND QUALIFICATIONS

TIMOTHY S. PECARO

Timothy S. Pecaro is a principal in the firm of Bond & Pecaro, Inc., a Washington-based consulting firm specializing in valuations, asset appraisals, and related financial services for the communications industry. Before the formation of Bond & Pecaro, Inc., Mr. Pecaro was a Vice President with Frazier, Gross & Kadlec, Inc. Mr. Pecaro joined that firm in 1980 and was named Manager of the firm’s Asset Appraisal Services Division in 1982. He became Director of Asset Appraisal Services in 1983 and Vice President of the firm in 1984.

Mr. Pecaro has actively participated the development, research, and preparation of appraisal reports for owners of radio, television, cable, newspaper, radio common carrier, Internet, tower, and telecommunications properties. He has also developed several research studies and has participated special research at the Federal Communications Commission (FCC).

Mr. Pecaro has appraised the assets of more than 3,000 communications facilities. He has also been retained to provide special market studies and individual research projects for the management of media properties and related industries. He is a director of the Broadcast Cable Financial Management Association, former Co-chairman of the association’s Cable Committee, and a member of the Cable and Tax Committees. Mr. Pecaro is also a member of The National Association of Broadcasters (NAB) Tax Advisory Panel and Depreciation Task Force. Mr. Pecaro has testified as an expert witness connection with telecommunications valuation matters before federal, state, and local courts; the FCC; and the Joint Committee on Taxation. He has also spoken on communications financial issues at the annual conferences of the National Association of Broadcasters, the Broadcast Cable Financial Management Association, and Telocator. Additionally, Mr. Pecaro has been a guest lecturer at the University of Missouri School of Journalism.

Prior to his association with Frazier, Gross Kadlec, Mr. Pecaro was employed at WMAQ and WKQX(FM) Chicago, Illinois, two of the NBC owned and operated radio stations.

Mr. Pecaro received a Bachelor of Arts degree in Radio/Television Communication Arts from Monmouth College in 1976. He graduated Cum Laude with highest honors in his major field of study.

PROFESSIONAL EXPERIENCE AND QUALIFICATIONS

SANDA YEE BLANK

Sanda Blank is an associate in the firm of Bond & Pecaro, Inc., a Washington-based consulting firm specializing in valuations, asset appraisals, and related financial services for the communications industry.

Ms. Blank has actively participated numerous fair market valuations and asset appraisals of television, radio, cable television, and newspaper properties.

After completing two years of undergraduate study at the University of Pennsylvania’s Wharton School of Business, Ms. Blank received a Bachelor of Arts degree in English Literature from Cornell University in Ithaca, New York.

EX-99.C.9

Exhibit (c)(9)

Appraisal

of

Cox Enterprises, Inc.

December 31, 2003

By Richard Sleavin, LTD

Cox Communications, Inc.
Cable Systems
Appraisal Summary
(in thousands)

Operating Unit Communications Cable Operations:

Eastern Region
Baton Rouge	$	941,500
Cleveland	$	337,900
Gainesville/Ocala	$	467,000
Gulf Coast-Ft. Walton	$	872,000
Total Hampton Roads	$	3,147,400
Louisiana	$	1,355,500
Middle Georgia	$	354,800
Total New England	$	2,930,900
Northern Virginia	$	1,814,800
North Carolina	$	483,400
Roanoke	$	301,900
Central Region
Middle America Cox	$	3,898,100
Oklahoma City	$	1,942,500
Tulsa	$	939,900
Omaha	$	1,352,200
West Texas	$	1,108,300
Kansas	$	2,024,500
Greater Oklahoma	$	372,600

Cox Communications, Inc.
Cable Systems (cont’d)
Appraisal Summary
(in thousands)

Western Region
California Central	$	449,100
Humboldt	$	126,900
Las Vegas System	$	3,002,300
Hospitality Network	$	228,500
Subtotal Pre-debt Las Vegas Value	$	3,230,800
Less: Debt	$	(650,800	)
Subtotal After-debt Las Vegas Value	$	2,580,000
CCI’s 80% Ownership	$	2,064,000
Orange County — Palos Verdes	$	2,108,000
Phoenix	$	4,432,600
San Diego	$	3,945,700
Tucson/Sierra Vista	$	617,900
Subtotal Cable System Values	$	38,389,400

Cox Communications, Inc. Investments

     Cox Communications Inc. (CCI) has made investments in programming, other cable operations, telecommunications and related technology enterprises. CCI actively seeks to develop and introduce new services which capitalize on the capabilities of its existing broadband platform. CCI was an early leader in the cable telephone business as the first cable company to buy into Teleport Communications Group, Inc. (TCG). TCG went public in 1996, and was merged into AT&T in July 1998. It started Cox Fibernet and other alternative access phone companies and was a Personal Communications Services (PCS) pioneer preference winner who demonstrated the advantages of utilizing the cable plant in PCS applications.

     CCI also has extensive investments in programming, notably, Discovery Communications Inc. The Discovery Communications interest (25%) held by Cox was valued on the basis of a discounted cash flow analysis, to which a minority discount was applied.

     As with all publicly traded stocks utilized the average of the closing price for each public company’s stock for the 20 trading days through December 31, 2003.

     In October 1994, subsidiaries of CCI, TCI, Comcast Corporation (Comcast) and Sprint Corporation (Sprint) formed a partnership known as WirelessCo, L.P. to engage in the business of providing wireless communications services, primarily personal communication services (PCS). WirelessCo, of which CO owned a 15% interest, was the successful bidder for 29 broadband PCS licenses in the auction conducted by the Federal Communications Commission (FCC) from December 1994 through March 1995. The total purchase price for the 29 licenses was approximately $2.1 billion.

     In March 1995, CCI, TCI, Comcast and Sprint formed Sprint Spectrum Holding Company, L.P., formerly known as MajorCo. L.P. (and known, collectively with its subsidiaries, as “Sprint PCS”), to which the partners contributed nearly all of their respective interests in WirelessCo to a second partnership having identical ownership.

     Rather than repeat here the details of the Sprint PCS and other telephony/PCS entities as well as the CCI broadband PCS license for the Los Angeles – San Diego MTA awarded under the FCC’s pioneer preference program, we refer the reader to the 1998, 1999, 2000, 2001, 2002 and 2003 Cox Enterprises Financial Supplement and the 1998 and 1999 Cox Communications, Inc. annual report on Form 10-K. An Initial Public Offering (IPO) was executed in late November 1998 for a tracking stock for Sprint PCS. As with all publicly traded stocks we utilized the average closing price for the 20 trading days through December 31, 2003.

     The list of CCI investments includes both substantial enterprises, some of which are publicly owned, as well as those in the start-up and early development phase. For all of the enterprises of substance we have been provided with both historical financials and forecasts of operations as well as competitive position analyses.

     Appraisal methodologies utilized to arrive at appraisal values include capitalization of earnings, comparable transaction values and discounted cash flow analysis. Where a public market existed for an investment we utilized the average of the closing prices for the 20 trading days up to December 31, 2003, the last trading day in 2003 to value each related stock. Investments valued at a public market value as described above include: Sprint PCS, and the Sprint PCS shares held and allocated to Sprint Prizes, Sprint Phones and Sprint Discount Debentures. Most of the Sprint PCS shares, underlying the Prizes, Phones and Discount Debentures were either sold or repurchased in 2003. The common stock ownership of Liberate Technologies Ltd, TiVO Inc., and Lightspan, were attributed public market values, calculated as noted above. Other significant investments have been appraised at the level of investment plus notes receivable or at the level of capital contributions and funded expenses as applicable, and in some cases we have chosen to utilize an equity investment value net of equity pickup.

     Other Cable Investments include: @Security, TV Gateway, LLC; Katalyst, WUSA, Meta TV, Coax Media, National Cable Communications; Adlink; Local News on Cable; LLC.; CWK Network, Syndeo; Nuera Communications; News Channel, LLC; MAS Arizona; News Channel Tulsa; News Channel 15, Arizona News Channel, LLC, News Watch 15, New England News Channel and Las Vegas One. Miscellaneous investments and debt investments include the CCI Hawker and King Air Aircraft, Prizes, Premium Phones, and Discount Debentures.

     The following tables show the appraisal values of individual CCI investments as of December 31, 2003.

Cox Communications, Inc.
Investments and Properties
Appraisal Summary

(in thousands)

Investments

Digital Cable Radio (13.6%)	$	2,800
Discovery Communications (25%)	$	3,145,200
In Demand/PPVN Holding Co./Viewer’s Choice (15.6%)	$	0
Sunshine Network (5.3%)	$	500
Sprint Prizes	$	0
Sprint PCS	$	1,700
Sprint PCS Warrants	$	0
Sprint Phones (repurchased)	$	0
Sprint Discount Debentures (repurchased)	$	0
Adlink (10%)	$	10,200
National Cable Communications	$	52,500

Cox Communications, Inc.
Investments and Properties (Cont’d)
Appraisal Summary
(in thousands)

CWK Network	$	1,000
News Channel 15 (50%) (San Diego)	$	6,800
Arizona News Channel	$	3,100
Local News on Cable, LLC (Hampton Roads)	$	900
New England News Channel (Rhode Island)	$	700
Liberate Technologies Ltd.	$	3,500
News Channel Tulsa	$	300
TiVo, Inc.	$	1,600
Syndeo	$	2,500
Nuera Communications	$	1,500
Lightspan	$	1,500
@Security	$	4,800
TV Gateway	$	9,700
Meta TV	$	11,400
News Watch 15 (New Orleans)	$	8,100
News Channel LLC (Oklahoma City)	$	1,900
Las Vegas One	$	500
Spanish Arizona	$	500
Total Appraisal Value — Cox Communications, Inc. — Investments	$	3,273,200

Cox Communications, Inc.

Appraisal Summary

     The following table shows a Summary of our appraisal of Cox Communications, Inc. Cable Systems and Operations and Investments. Adjustments are made to reflect unallocated overhead working capital, and outstanding debt. To arrive at a value attributable to Cox Enterprises, we also deducted the public market value of the minority interests. The per share value of the minority interest is the average of the closing prices of CCI stock for the 20 trading days through December 31, 2003.

Cox Communications, Inc.
Appraisal Summary

(in thousands)

Cox Communications, Inc. Cable Systems	$	38,389,400
Cox Business Services (included in cable systems values)	$	0
Allocated Division Overhead	$	0
Cox Communications, Inc. Investments	$	3,273,200
Unallocated Overhead	$	(1,851,700	)
Sub Total	$	39,810,900

Other Investments and Adjustments

Woodside Terrace Bldg.	$	21,000
Hawker and Beachcraft Aircraft	$	11,300
Prizes	$	(14,600	)
Premium Phones	$	(100	)
Discount Debentures	$	(30,800	)
Net Asset Adjustment	$	(750,500	)
Outstanding Debt	$	(6,266,200
Total Adjustment and Other investments	$	(7,029,900	)
Sub Total	$	32,781,000
Less: Minority interest (227,267,405 shares at $34,03 per share)	$	(7,733,900	)
Total appraisal value of Cox Enterprises, Inc. Ownership in Cox Communications, Inc.	$	25,047,100

Appendix 1

Appendix I

(in thousands)

Division or Investments	Appraised Value 12/31/03
Cox Communications, Inc.	$	25,047,100

Appendix II

2003
Income Data
(000’s except percentages)

	Cox			$ Chng
	Comm.			Fr. '02
Operating Revenues	$	5,758,865		$	+14.3
Operating Expenses		(3,642,011	)		+11.7
Income before D&A Margin		2,116,854			+19.0
		36.8	%
Deprec. and Amort.		(1,529,966	)		+12.3
Operating Income Margin		586,858			+40.6
		10.2	%
Other Income/Expense		(791,839	)		-1.6
Income before Income Tax Margin		(204,981	)		+43.4
		(3.6	)%
Income Tax		73,275			-41.5
Minority Interest		(6,115	)		-83.6
Discontinued Operations		—
Change in Accounting		—
Net Income		(137,821	)		+49.7

Appendix III

COX MARKET

	Population				Households				Media Household Inc.				Per-Household Sales
			Change				Change				Change				Change
	2003		Fr. '98		2003		Fr. '98		2003		Fr. '98		2003		Fr. '98
Birmingham (MSA), Ala.		933,200		+3.3		370,000		+6.3	$	36,628		+8.0	$	31,049		+20.0
Arizona
Phoenix-Mesa (MSA)		3,552,700		+21.9		1,296,000		+17.0		41,768		+30.1		38,317		+42.1
Sierra Vista (Cochise Co.)		126,100		+4.0		47,900		+11.1		31,088		+27.8		23,297		+41.6
Tucson (MSA)		901,800		+13.0		356,500		+13.3		34,673		+23.8		31,439		+36.2
Arkansas
Craighead Co.		84,500		+9.6		33,500		+13.2		30,542		+1.7		34,644		+11.0
Cross Co.		19,400		+2.6		7,500		+13.6		26,595		-15.9		19,548		-9.7
Fayetteville-Springdale- Rogers (MSA)		335,500		+23.8		126,700		+19.9		34,928		+11.4		31,324		+16.3
Fort Smith (MSA)		213,200		+10.1		82,400		+10.9		30,838		+8.4		29,279		+19.4
Lawrence Co.		17,200		-1.1		6,900		+1.5		26,929		+17.0		21,872		+19.4
Mississippi Co.		50,900		+4.3		19,200		+8.5		25,448		-13.0		21,426		-1.1
Poinsett Co.		25,500		+4.5		10,100		+8.6		24,642		+0.6		12,173		-18.5
California
Bakersfield (MSA)		698,700		+8.1		218,500		+4.2		32,367		+9.4		33,129		+63.3
Eureka (Humboldt Co.)		128,400		0.0		52,700		+5.4		29,055		+21.6		28,754		+24.2
Rancho Palos Verdes		41,900		-5.8		15,700		+0.6		73,847		+0.3		21,402		+37.1
Orange County (MSA)		2,984,700		+10.4		969,000		+7.8		49,726		+16.4		50,595		+72.8
San Diego (MSA)		2,960,100		+7.0		1,043,700		+8.9		42,315		+18.4		39,123		+49.2
San Francisco-Oakland- San Jose (MSA)		7,303,300		+5.5		2,632,500		+4.0		53,979		+17.8		42,682		+60.1
Santa Barbara-Santa Maria-Lompoc (MSA)		412,100		+2.2		140,000		+0.8		41,782		+15.8		40,888		+62.8
Grand Junction (MSA), Colo.		122,900		+9.5		48,800		+9.2		33,629		+19.0		36,807		+39.1
Connecticut
Bridgeport-Stamford-Norwalk-Danbury (MSA)		903,900		+8.2		332,000		+7.7		56,020		-7.2		53,050		+41.3
Hartford (MSA)		1,173,300		+6.0		460,200		+9.6		45,811		-1.2		32,353		+19.6
New Haven-Waterbury- Meriden (MSA)		839,000		+6.2		327,300		+8.9		42,795		-3.3		35,707		+58.0

COX MARKETS (cont’d)

	Population				Households				Media Household Inc.				Per-Household Sales
			Change				Change				Change				Change
	2003		Fr. '98		2003		Fr. '98		2003		Fr. '98		2003		Fr. '98
Florida
Daytona Beach (MSA)		525,500		+13.9		220,400		+16.2	$	33,548		+19.6	$	28,165		+22.1
Fort Walton Beach		180,400		+2.9		71,200		+9.4		39,500		+20.0		38,440		+39.6
Gainesville (MSA)		230,500		+9.2		93,500		+12.8		30,850		+16.6		28,473		+11.3
Jacksonville (MSA)		1,170,500		+12.0		455,100		+15.4		40,329		+14.4		31,624		+16.7
Miami (MSA)		2,354,400		+10.3		804,600		+6.9		34,129		+15.0		33,966		+17.3
Ocala (MSA)		276,000		+13.5		115,200		+17.7		31,172		+24.7		28,769		+10.3
Orlando (MSA)		1,801,000		+20.0		684,200		+19.6		39,285		+13.3		36,925		+19.8
Pensacola (MSA)		429,700		+5.3		163,700		+10.1		35,006		+18.5		26,407		-0.4
Tampa-St. Petersburg- Clearwater (MSA)		2,519,600		+10.8		1,061,700		+11.6		35,978		+16.6		32,106		+17.8
West Palm Beach-Boca Raton (MSA)		1,200,400		+17.7		502,000		+16.6		41,825		+8.0		34,824		+15.3
Georgia
Atlanta (MSA)		4,456,700		+21.0		1,626,100		+18.4		46,047		+16.9		41,142		+40.6
Macon (MSA)		331,200		+3.9		126,000		+6.7		35,063		+20.8		29,886		-2.2
Honolulu, Hawaii (MSA)		899,900		+3.2		296,700		+4.8		39,958		-11.6		29,618		-12.3
Kansas
Cowley Co.		35,900		-5.0		14,000		-1.4		32,486		+23.4		27,390		+49.6
Harvey Co.		33,000		+3.1		12,700		+5.0		36,536		+12.4		24,252		+31.7
Reno Co.		64,700		+2.2		25,600		+4.1		31,850		+6.9		30,783		+18.1
Wichita (MSA)		519,600		+5.3		201,000		+6.1		38,359		+6.5		35,058		+35.1
Topeka		170,800		+3.0		69,900		+6.6		37,207		+10.4		37,889		+39.9
Wabaunsee Co.		6,900		+3.0		2,700		+3.8		37,826		+22.4		12,984		+60.6
Louisville (MSA), Ky.		1,043,200		+4.6		424,700		+8.8		37,736		+9.2		29,290		+17.6
Louisiana
Baton Rouge		616,000		+7.4		231,100		+11.5		36,257		+3.5		33,565		+17.6
Calcasieu Co.		184,200		+2.7		69,900		+7.2		32,495		+1.0		33,028		+32.6
Grant Co.		19,300		+2.1		7,400		+5.7		29,521		+33.9		9,007		+48.7
Lafayette (MSA)		390,300		+5.5		146,800		+9.6		29,420		+16.2		34,105		+29.7
New Orleans (MSA)		1,335,400		+1.7		510,200		+5.0		33,432		+10.1		29,800		+17.8
Rapides Co.		125,700		-1.5		47,700		+5.3		29,149		+12.8		33,490		+23.8

COX MARKETS (cont’d)

	Population				Households				Media Household Inc.				Per-Household Sales
			Change				Change				Change				Change
	2003		Fr. '98		2003		Fr. '98		2003		Fr. '98		2003		Fr. '98
Shreveport (MSA)		392,800		+2.9		153,100		+6.2	$	31,605		+8.8	$	30,844		+13.9
Vermillion Co.		53,800		+4.7		20,100		+8.6		26,922		+17.6		17,909		-11.4
Missouri
Taney Co.		42,700		+18.9		17,400		+18.4		28,963		+7.5	$	49,695		+11.1
Omaha (MSA), Neb.		733,000		+6.6		283,900		+10.3		40,430		-2.3		39,224		+32.6
Nevada
Las Vegas (MSA)		1,774,900		+27.2		662,300		+22.7		39,340		+16.4		38,765		+37.1
Reno (MSA)		363,800		+16.0		140,100		+8.4		43,271		+7.6		36,079		+16.5
New York
New York-Northern New Jersey-Long Island Consolidated (MSA)		21,566,600		+8.0		7,862,800		+8.4		42,412		-1.0		34,238		+46.3
North Carolina
Charlotte-Gastonia-Rock Hill (MSA)		1,599,800		+17.1		616,500		+17.9		41,139		+11.6		34,422		+28.8
Greenville		139,900		+15.9		55,700		+22.7		30,633		+7.5		33,921		+4.8
Halifax Co.		57,500		-0.5		22,500		+3.7		25,248		+14.0		24,085		+8.9
Martin Co.		25,600		-6.6		10,200		-1.0		26,579		+19.2		34,481		+65.6
Pasquotank Co.		35,400		+2.0		13,300		+4.7		28,094		+12.3		44,424		+45.2
Rocky Mount		144,400		-0.3		55,000		+1.7		31,616		+15.6		27,474		+30.6
Ohio
Cleveland-Lorain-Elyria (MSA)		2,246,400		+0.9		900,600		+4.2		38,622		+8.7		32,227		+30.3
Dayton-Springfield (MSA)		944,800		0.0		382,900		+5.0		37,753		+1.1		32,741		+23.1
Hamilton-Middletown (MSA)		342,500		+4.3		127,800		+6.9		43,183		+10.3		28,608		+44.8
Warren Co.		175,900		+26.1		63,000		+30.2		51,975		+15.0		31,844		+38.4
Oklahoma
LeFlore Co.		48,800		+4.5		18,200		+5.8		26,187		+15.7		22,801		+39.6
Oklahoma City (MSA)		1,109,400		+7.1		438,500		+10.6		33,807		+8.2		33,438		+34.1
Sequoyah Co.		40,000		+8.4		15,300		+13.3		26,514		+15.2		20,084		+14.1
Tulsa (MSA)		823,900		+7.7		324,200		+8.2		34,858		+13.0		36,301		+45.2
Pittsburgh (MSA), Pa.		2,399,700		-0.9		970,700		+2.4		34,001		-1.4		29,752		+19.4

COX MARKETS (cont’d)

	Population				Households				Media Household Inc.				Per-Household Sales
			Change				Change				Change				Change
	2003		Fr. '98		2003		Fr. '98		2003		Fr. '98		2003		Fr. '98
Rhode Island
Providence-Pawtucket- Warwick (MSA)		989,700		+9.2		387,300		+13.5	$	37,072		+5.7	$	27,035		+29.7
Texas
Armarillo (MSA)		225,500		+6.3		85,100		+5.8		33,517		+7.8		37,954		+42.9
Andrews Co.		13,100		-7.7		4,700		-2.1		31,968		+15.7		18,892		+55.6
Austin-San Marcos (MSA)		1,398,100		+29.2		525,000		+24.9		47,220		+28.8		64,333		+119.1
Bryan-College Station (MSA)		161,900		+22.1		58,900		+24.0		28,472		+8.4		39,516		+38.3
Cherokee Co.		48,300		+13.1		17,200		+11.7		28,153		+11.3		20,026		+31.9
El Paso (MSA)		707,600		+0.3		220,400		+4.5		29,904		+16.2		33,838		+38.7
Robertson Co.		16,200		+4.5		6,300		+10.5		28,690		+44.2		8,984		+15.2
Houston (MSA)		4,440,220		+14.7		1,545,800		+11.8		41,699		+5.3		39,909		+45.8
Longview-Marshall (MSA)		215,400		+2.9		82,000		+4.6		32,763		+11.9		38,931		+39.4
Lubbock (MSA)		249,800		+6.3		96,400		+13.1		30,626		+6.9		39,079		+34.5
Lufkin (Angelina Co.)		84,500		+8.9		30,400		+9.7		31,832		+16.7		29,581		+27.3
Nacogdoches Co.		61,500		+6.2		22,900		+7.0		28,038		+15.9		34,412		+49.6
Odessa-Midland (MSA)		239,200		-1.0		87,900		+0.1		32,229		+8.1		44,872		+71.7
Runnells Co.		11,600		+0.9		4,500		+2.3		26,768		+30.2		24,497		+41.8
San Antonio (MSA)		1,676,100		+9.7		592,900		+11.4		37,122		+17.6		35,848		+38.1
Smith Co.		182,300		+8.1		68,800		+8.2		35,128		+7.4		50,904		+99.0
Tom Green Co.		105,400		+0.8		40,500		+7.1		31,488		+9.7		31,259		+32.2
Waco (MSA)		220,400		+7.9		81,500		+6.8		32,275		+12.9		31,583		+66.3
Virginia
Fairfax Co.		1,012,800		+10.6		367,100		+12.1		65,888		+0.7		42,138		+21.1
Fredericksburg (City)		20,000		-10.3		8,600		-2.3		31,957		+7.3		120,733		+120.8
Norfolk-Va. Beach-Newport News (MSA)		1,609,100		+3.1		599,200		+6.9		37,935		+15.3		28,956		+16.8
Richmond-Petersburg (MSA)		1,032,300		+9.2		404,200		+10.2		41,218		+11.7		31,438		+18.6
Roanoke (MSA)		238,400		+3.7		100,700		+8.0		35,150		+2.2		42,326		+27.4
Seattle-Tacoma- Bremerton, Wash. (MSA)		3,698,500		+8.5		1,452,700		+9.8		46,633		+6.1		36,856		+43.1
U.S. total		290,651,200		+7.4		109,443,900		+9.3	$	38,035		+9.9	$	34,036		+33.8

Appendix IV

BROADCASTING AND CABLE STOCK DATA ON DECEMBER 31, 2003

		2003	P/E on Trailing
	12/31	Price	12 Month
Company (Symbol)	Price	Range	Earnings
Beasley Broadcasting (BBGI)	16.54	8.94/16.75	35
Cablevision Systems (CVC)	23.39	15.42/24.01	18
Charter Communications A (CHTR)	4.02	.77/5.50	dd
Clear Channel Communications (CCU)	46.83	31.00/47.48	25
Comcast A (CMCSA)	32.79	23.30/34.85	26
Cox Communications A (COX)	34.45	25.85/34.99	cc
Cox Radio A (CXR)	25.23	19.01/26.02	41
Cumulus Media (CMLS)	22.00	12.67/22.50	dd
Emmis Communications A (EMMS)	27.05	14.84/28.09	cc
Hearst-Argyle (HTV)	27.56	19.50/27.95	27
Insight Communications A (ICCI)	10.34	8.76/15.82	dd
Radio One Inc. (ROIA)	19.55	12.33/19.77	72
Regents Communications (RGCI)	6.35	4.50/7.10	cc
Saga Communications (SGA)	18.53	16.20/21.84	29
Sinclair Broadcasting A (SBGI)	14.98	7.68/15.43	48
Young Broadcasting (YBTVA)	20.04	10.27/25.54	dd

cc = P/E ratio is 100 or more
dd = Loss in the most recent four quarters

EX-99.D.1.B

                                                              Exhibit (d)(1)(B)



                          WAIVER OF CONDITION TO OFFER

      This Waiver relates to Section 1.01(c) of, and Exhibit 1.01(c) to, the
Agreement and Plan of Merger by and among Cox Enterprises, Inc. ("Enterprises"),
Cox Holdings, Inc. ("Purchaser"), CEI-M Corporation and Cox Communications, Inc.
(the "Company"), dated as of October 19, 2004 (the "Merger Agreement"). Pursuant
to said Section 1.01(c) and Exhibit 1.01(c), Enterprises and Purchaser hereby
waive, for themselves and on behalf of the Company, the condition to the Offer
(as defined in the Merger Agreement) set forth in clause (f) (CEI Financing
Condition) of Exhibit 1.01(c) to the Merger Agreement. This Waiver shall be
effective as of 11:59 P.M. Eastern Time on the day prior to the date of
execution written below. Except for the foregoing waiver, the Merger Agreement
remains in full force and effect in accordance with its terms.

      IN WITNESS WHEREOF, Cox Enterprises, Inc. and Cox Holdings, Inc. have
executed this instrument on the date written below.

                                    COX ENTERPRISES, INC.


                                    By: /s/ Richard J. Jacobson
                                        -----------------------------------
                                        Name: Richard J. Jacobson
                                        Title: Treasurer


                                    COX HOLDINGS, INC.


                                    By: /s/ Richard J. Jacobson
                                        -----------------------------------
                                        Name: Richard J. Jacobson
                                        Title: Treasurer


                                    Dated: November 3, 2004